Article I : General 1

Article II : Membership 2

Article III : Organization 2

Article IV : Meetings of the Association 3

Article V : Elections 5

Article VI : Duties of Officers 6

Article VII : Executive Committee and Standing Committees 7

Article VIII : Financial Management 9

Article IX : Standing Rules on Debate and Procedure 10

Article X : Association Newsletter 11

Article I. General

Section 1. This organization shall be known as the Randolph Civic Association, Inc., and its territorial boundaries shall be the triangular area enclosed on the west by the railroad track, on the east by the Rock Creek Park, and on the north by Nicholson Lane and the Rockville Facility right-of-way, such territory to include all land, residences, businesses, and developments therein.

Section 2. The Association shall be a nonprofit, nonpartisan and nonsectarian organization.

Section 3. The object of the Association shall be to stimulate interest in all community problems and improvements, and to endeavor to acquire all improvements that will better the general welfare of the community.

Section 4. The Association shall endeavor to protect the community against any attempt to lessen the value of property within its borders, to endeavor to enhance all educational facilities, and to provide a safe and healthy environment.

Section 5. The Association shall keep informed on all improvements in like communities as a barometer of what shall be needed to keep the community on a par with others, and to make it a better place in which to live.

Section 6. The Association shall have full power and authority to receive by gift, devise, purchase, or otherwise, monies and properties, real and personal; and to lease, own and hold real estate and personal property; and to encumber, sell and exchange the same; and to invest and reinvest the funds of the Corporation; and to do and preform andy and all acts not inconsistent with the said purposes and objects under the laws of the State of Maryland and the United States.

Section 7. This Constitution and Bylaws may be amended or altered only by proper resolution in writing, at a regular meeting of the Association; provided, such proposed resolution shall have been approved by the Executive Committee and published in the ECHO prior to such regular meeting. An affirmative vote of 2/3 of the members present shall be required to approve the resolution.

Article II. Membership

Section 1. All adult residents, 18 years or older and residing in or owning detached residences within the aforementioned areas, are eligible for membership in the Association.

Section 2. Dues shall be payable in advance on a household basis, in an amount set by the vote of a majority of the members at a regular meeting.

Section 3. Dues shall be payable at the beginning of the membership year. The membership year shall run from September through August. New members shall pay the full year's dues, regardless of the date of their application.

Section 4. Voting members shall be adult members of a household which has paid its membership dues, but no household may have more than two votes.

Article III. Organization

Section 1. The Directors of the Association shall be three (3) in number as required by the Articles of Incorporation of the Association and shall be members of the Executive Committee as provided by Article III, Section 6, below.

a. The term of office of each Director shall be three years, one Director being elected each year for a term of three years.

b. The Directors shall perform the duties normally performed by the Directors of a nonprofit corporation.

c. The Directors shall be, if possible, past Officers of the Association and shall be thereby share the responsibility for advising the Association on all civic matters that their combined, collective, past efforts and experience have indicated should be brought to bear on present and future concerns of the community.

Section 2. The Officers of the Association shall be PRESIDENT, FIRST VICE-PRESIDENT, SECOND VICE-PRESIDENT, RECORDING SECRETARY, CORRESPONDING SECRETARY and TREASURER, who each shall be elected for a term of one year. No person shall serve more than two consecutive terms in the same office.

Section 3. The President shall appoint the following Standing Committee and name the chairmen thereof, with the advice of the Nomination Committee, and such ad hoc committees as may from time to time be found necessary. Such Committees shall serve for one year or until otherwise released by the President. Standing Committee chairmen shall be presented at the installation of Officers. The Standing Committees shall be:

a. Community Activities;
b. Education;
c. Environment and Services;
d. Legal Matters;
e. Program;
f. Ways and Means;
g. Delegates; and
h. Echo Committee.

Section 4. Each Committee shall elect its Vice-Chairman and Secretary, if desired. All Committee reports requiring action by the Association shall be in writing and filed with the Recording Secretary at the time the report is given.

Section 5. In any case where there is a vacancy in office, caused by death, resignation or other causes, that office shall be filled by the next Officer in line, acting until the vacancy is filled by election for the unexpired term. This election shall be held at the next regular meeting following notification of the vacancy; provided, that if the vacant office is that of Treasurer, the Second Vice-President shall act as Treasurer.

Section 6. The Executive Committee shall consist of the Officers, the Directors, and the chairmen of all Standing Committees. The immediate past President shall be a member of the Executive Committee for the year following his term of office as President. (See Article VII for powers and duties of Standing Committees and the Executive Committee.)

Article IV. Meetings of the Association

Section 1. The regular meetings of the Association shall be held on the first Thursday of October, December, March, and May and at such places as shall be designated by the President and published in the ECHO, unless otherwise voted by a majority of the members present at a regular meeting.

Section 2. The annual meeting and election of officers shall be held on the first Thursday in May of each year unless otherwise voted by a majority of the members at a regular meeting.

Section 3. Emergency or special meetings may be called by the President provided notice of such meeting is published in the ECHO in advance. A quorum is required at all emergency or special meetings and only such business shall be considered and acted upon as that for which the meeting was called.

Section 4. The established quorum at all regular, special, or emergency meetings of the Association shall be twenty (20) members.

Section 5. The Book of Roberts Rules of Order on Parliamentary Procedure shall be guide on procedure, except where otherwise stipulated in this Constitution and Bylaws.

Section 6. The order of business at meetings shall be:

a. Approval of the minutes.
b. Reports of the secretaries.
c. Reports of Treasurer and presentation of bills.
d. Reports of the Executive Committee.
e. Special Reports and Announcements.
f. Reports of Ad Hoc Committees.
g. Reports of Standing Committees.
h. Old business.
i. New business.
j. Adjournment.

Section 7. Any question of priority of Business shall be decided by the President without question, and the President shall have the right to change the order of business at any time.

Section 8. All new subject matter that requires specific action by a stipulated standing or special committee shall be introduced by a resolution in triplicate, one copy for the Executive Committee, one copy for the Recording Secretary, and one copy for the Committee whose jurisdiction covers the matter.

Section 9. The President shall determine whether any resolution or recommendation is of an emergency nature or whether such resolution or recommendation requires consideration of the Executive Committee or one of the Standing Committees; provided, that a two-thirds (2/3) vote of the members present shall call for immediate action on the matter and shall override the decision of the President.

Section 10. A member, who introduces new subject matter that is referred to Committee, shall have the right to appear before the Committee before a final report is made by the Committee to the Association, to present his views on such matter.

Section 11. No person who is not a member of the Association shall address the Association, except by the invitation of the President or a two-thirds (2/3) vote of the members present.

Section 12. On any issue requiring a vote, only voting members present at the meeting may vote or cast ballots. There shall be no proxy votes. These rules shall apply at any regular, special, or emergency meeting, or at any meeting of the Executive Committee. If a question of voting member status arises, any member has a right to call for a Secretary's check of the rolls against those present and voting.

Article V. Elections

Section 1. Two months in advance of the annual meeting, the President shall appoint a Nomination Committee of no more than five nor less than three members, which shall place in nomination the names of at least one person for each elective office. Only members of the Association who have been personally contacted and who have consented to serve shall be eligible for nomination by the Committee or from the floor.

Section 2. Officers and Directors may be appointed to the Nomination Committee, but may not constitute a majority of such committee. No member of the Committee may be nominated by the Committee for election as an Office or Director.

Section 3. The Committee shall file a written report with the Recording Secretary. The nominations shall be published in the ECHO before the annual meeting along with the names of the members of the Nomination Committee.

Section 4. The election of officers and directors shall be the last order of business at the annual meeting. The President shall appoint an Acting Secretary, who shall take charge of the meeting and conduct the election.

Section 5. The Acting Secretary shall call for a report of the Nomination Committee and further nominations from the floor. Any voting member shall have the right to place in nomination the name of any member, other than reported by the Nomination Committee, for such office as she or he may be deemed worthy, provided such person has been contacted and is willing to serve.

Section 6. All officers and elected members serving shall relinquish their chairs to the Acting Secretary until the election is completed, when the retiring Officers shall take charge until the newly elected Officers and Directors are installed.

Section 7. Contested elections shall be by ballot, subject to the rules in Article IV.

Section 8. If there are more than two nominees for a position, and a tie exists between the nominees receiving the largest number of votes, all other nominees shall be dropped and balloting shall continue until one shall receive a majority vote.

Section 9. All persons elected at the annual meeting shall assume their office and duties immediately, provided that a newly elected Treasurer shall not be installed prior to presentation and acceptance of the audit committee report by the Executive Committee. An election to fill a vacancy shall be held immediately following the Secretary's reports and before Standing Committee reports, and the electees shall immediately assume their offices and duties.

ARTICLE VI DUTIES OF OFFICERS

Section 1. The President shall be the Chief Executive Officer of the Association and when present shall preside at all meetings; he shall cast a deciding vote on any question in the case of a tie vote, excepting the election vote; he shall be an ex-officio member of each Standing Committee; he shall appoint Standing Committees, and shall designate the chairmen thereof, with the advice of the Nomination Committee; he shall appoint special or ad hoc committees, including Committees voted by the Association and not covered by this Constitution and Bylaws; he shall take all necessary measures for maintaining order and efficiency in the management of affairs of the Association in all its departments. He shall countersign all checks in the payment of bills or funds authorized by the Association for other uses; and shall perform all duties ordinarily pertaining to the Office of President of similar organizations.

Section 2. All duties of President shall devolve upon the First Vice-President during the absence or inability of the President to act; otherwise, the First Vice-President shall aid and assist the President in the discharge of his duties when requested by the President.

Section 3. During the absence of the President, and where the First Vice-President is acting President, the Second Vice-President shall assume all duties of the First Vice-President and shall aid and assist the acting President. The Second Vice-President shall keep in touch with the work of the Standing Committees and shall report at regular intervals to the President.

Section 4. The Recording Secretary shall keep a correct record of the proceedings of the Association; preserve the reports filed by the various Committees; keep a roster of the Officers and members; transmit promptly all resolutions to the respective Committees in accordance with the reference made by the Association; prepared a statement or calendar of the status of business foe each meeting, including therein all resolutions and subjects before Committees; and perform the duties and exercise the powers usually performed by a Recording Secretary of similar organizations.

Section 5. The Corresponding Secretary shall conduct the correspondence of the Association; see that all members of the Association are properly informed of all meetings of the Association; provide copies of these Bylaws to all Executive Committee members and maintain a supply to provide to members on request; aid and assist the Recording Secretary in the duties of that office; act as Recording Secretary during the absence of that Officer and perform such secretarial duties as may be assigned by eh President form time to time.

Section 6. The Treasurer shall be custodian of all monies or funds, seal or documents belonging to the Association, and shall deposit same in a safe depository in Montgomery County; shall draw monies or funds, by check, countersigned by the President to pay debts as authorized by the Association; shall be the Resident Agent of the Association, as prescribed in the Articles of Incorporation, and shall file the required corporate reports; shall give bond as required, such cost of bond being borne by the Association; and shall perform all duties of a Treasurer of similar organizations. In January, and June of each year, he shall prepare a statement of financial operations, which shall disclose total receipts and expenditures by major categories. Such statement shall be presented to the Executive Committee and published in the next following issue of the ECHO. At the expiration of his term of office, he shall turn over to his successor all monies, funds, books, seals or documents belonging to the Association and under his control or possession, after there has been an audit of his accounts.

Section 7. The Directors shall be responsible for the custody of all physical properties of the Association and shall pass on all requests for use of these properties by community organizations or individuals, as they see fit. The Directors shall take an annual inventory of these properties, showing quantity on hand and location of same. One copy of this inventory shall remain with the records of the Directors and one copy shall be turned over to the Recording Secretary at the October meeting each year to become a part of the records of the Association.

Section 8. Valuables other than monies or funds, seal or documents shall be placed in the hands of the Directors.

ARTICLE VII EXECUTIVE COMMITTEE AND STANDING COMMITTEES

Section 1. The Executive Committee shall be presided over by the President and shall manage, conduct, and have general supervision over the affairs and operations of the Association. The Committee will be responsible for insuring that the Association functions as prescribed by law and by its Bylaws and that it accomplishes the purposes for which it was organized. It shall insure that matters affecting its community are considered and acted upon, and it shall be empowered to act for the Association in all matters, both public and private. However, the Committee shall whenever practical obtain approval of the membership on policy and legislative positions, and the membership shall have the right to control all funds of the Association, except as provided in Article VIII, Section 2. The Committee shall keep informed of all matters pertaining to the Committees, and shall give counsel, assistance, and direction as necessary to insure that such matters are considered and reported in an adequate and timely manner. The Executive Committee shall meet at least once each month, at a time and place designated by the President, unless otherwise voted by the Executive Committee.

Section 2. The Ways and Means Committee shall be responsible for obtaining members for the Association, including collection of dues; securing proper attendance at meetings; verifying eligibility of applicants for membership; and conducting such other fund raising drives as may be authorized by the Association.

Section 3. The Legal Matters Committee shall consider all proper proposed amendments to the Constitution and Bylaws that are referred to it in writing for study and shall make a report of its findings at the next regular meeting. The Committee also shall represent the action of the Association before the Governor, Maryland General Assembly, Montgomery County Executive, Montgomery County Council, Maryland National Capital Park and Planning Commission, and shall present the stand of the Association, orally or otherwise, to the appropriate legislative bodies with the view of securing the desired action on such subjects.

Section 4. The Environment and Services Committee shall report on all matters pertaining to area public, vehicular and pedestrian transportation and traffic, public utilities, mail service, parks and public recreational facilities, public safety, sanitation, public health, and such other items of the public domain as may designated to it and shall take such action as may be delegated to it by the Association.

Section 5. The Education Committee shall report on all matters of school operations, extensions, construction, closing or consolidation, P.T.A. activities and community school services, and meetings of the Board of Education and shall take such action as the Association may direct.

Section 6. The Community Activities Committee shall report on activities of, serve in an advisory capacity to, the organizations sponsored by the Association. It shall be the duty of the Committee to keep the Association and its members informed of the progress and activities of these organizations. The Committee also shall make provision for recreational events, dances and other social activities or entertainment as may be directed by the Association.

Section 7. The Program Committee shall advise and assist the President in the selection and arrangement of speakers and programs for regular meetings.

Section 8. The Delegates Committee shall consist of delegates and alternate delegates to associations and federations of civic groups of which the Association is an active dues paying members. Delegates shall present at the regular and Executive Committee meetings of the Association, all substantive matters under consideration by such groups in order to obtain guidance from the general membership of the Association.

Section 9. The ECHO Committee shall be responsible for the preparation, publication, and distribution of the Association newsletter. Duties include the obtaining of appropriate advertising, obtaining reports and articles for publication, preparation of a camera-ready master copy, arrangements for printing of reproduction, and provisions for distribution of the Echo. The Committee shall prepare a Procedures Manual to establish rules, fees, procedures, and schedules for the ECHO and for the ECHO Committee. The manual will be submitted to the Executive Committee for approval at the June meeting or as directed by the Executive Committee.

Section 10. The quorum for any meeting of the Executive Committee shall be one more than half the number currently sitting on the Executive Committee, but in no event shall be fewer than seven members.

Section 11. Should an emergency arise which would preclude timely action by the Association, or by the Executive Committee acting on behalf of the Association, the committee which would normally present such subject matter to the Association shall meet and set action upon the matter, in conjunction with the President. Such committee shall present these views or take such actions as agreed to, but shall present its action as that of the Committee acting for the Association, under powers and duties expressly vested in this Constitution and Bylaws. Such action shall be presented for approval at the next regular or Executive Committee meeting and proper notice shall be given of any changes to the committee position subsequently adopted.

ARTICLE VIII FINANCIAL MANAGEMENT

Section 1. The fiscal year of the Association shall be July 1 through June 30 of the following year.

Section 2. The Executive Committee shall have the authority to authorize payment of individual items, not to exceed $100.00 per item, without prior authority of the Association, but the Treasurer shall present all such items authorized by the Executive Committee at the next regular meeting of the Association as information for that body.

Section 3. Prior to the election of officers at the annual meeting, the President shall appoint an Audit Committee of at least two members to audit the books and accounts of the Association and of the operating statements prepared by the Treasurer. The Committee shall submit a report of its findings to the Executive Committee for its review prior to formal submission and approval at the regular October meeting.

Section 4. A Budget Committee appointed by the President shall present a budget covering the Association's proposed expenses for the ensuing year to the Executive Committee for its review prior to formal submission and approval by the Association not later than the October meeting. This Committee shall include, but shall not be limited to, the retiring and newly elected Treasurers and a Director of the Association.

Section 5. Records of the President, Treasurer, Directors and other elected officials or committees need not be retained longer than five years, except in the case of documents or records that may have historical value that remain necessary to the operation of the Association.

ARTICLE IX STANDING RULES ON DEBATE AND PROCEDURE

Section 1. The following Standing Rules on Debate and Procedure may be suspended for any meeting by a majority vote of the members present.

Section 2. A member shall not speak on any question more often than twice, and not longer than five minutes the first time and three minutes the second time, except as herein provided.

Section 3. Upon the introduction of a resolution by a Committee, the member in charge of the report shall be allowed ten minutes for discussion or debate on all subject matters involved, but shall not be permitted to speak more than twice, exclusive of the right to close debate. The member in charge of the resolution or report shall have the right to close debate immediately before the vote is taken and after the Association had indicated that it desires to have the question put, but shall be limited to speaking for five minutes.

Section 4. Upon a motion to amend or substitute a resolution or motion, the member introducing the amendment or substitution shall be allowed five minutes for the introduction and three minutes before a vote is taken on the amendment or substitution.

Section 5. Any member who has gained the floor may yield to another member for all or part of his time.

Section 6. Any member may have his time extended by a majority vote of the members present.

ARTICLE X ASSOCIATION NEWSLETTER

Section 1. The Association shall publish a newsletter to assist in keeping the community informed of activities and issues which are of general concern and which are of specific interest to the community. The newsletter will be the primary means of communication between the Association and the community, and will be given necessary support and effort to insure that it effectively fulfills its vital role. The newsletter shall provide information about the activities of the Association, the community, the county and state governments, issues of concern to Association members, and matters of general interest.

Section 2. To assist in informing the community on the activities of the Association, the following information, at a minimum, shall be published in the newsletter: minutes of general and Executive Committee meetings, including votes, recommendations and positions taken by the Association; nominations for office and elections; appointments to chair committees; recommended and approved budgets, and semi-annual financial operations statements.

Section 3. The name of the newsletter shall be the ECHO.

Section 4. The newsletter shall be published monthly or at such frequencies authorized by the Executive Committee.