IV. Membership Meetings

§1. Annual Meeting.

The regular annual meeting of the membership of the Corporation shall be held during the month of May at a time and place in Greenbelt designated by the Board of Directors. No motion for adjournment of the annual meeting shall be in order, but a motion may be made to recess for the annual election. During the recess no business shall be transacted other than referenda and elections. The annual meeting shall automatically adjourn at 8:00 p.m. on the following day. The date of an annual meeting may be postponed up to one month by a majority vote of the Board, provided public notice of the postponement is given to members prior to the scheduled annual meeting date, and members are given at least two weeks' notice of the new annual meeting date.

§2. Special Meetings.

Special membership meetings shall be held within forty-five days following the filing with the secretary of a request thereof by the president, or by the Audit Committee, or by the Board of Directors, or by a petition signed by at least one hundred members, except that a special meeting shall not be held within thirty days prior to the annual membership meeting. Such request or petition shall state the motion or motions to be acted upon at the meeting.

§3. Agenda.

Any matter of business shall be placed on the agenda of a membership meeting of the Corporation on written request to the secretary for such action by ten or more members at least thirty-five days in advance of such meeting. Where the petition of such members requests that a specific proposition be voted upon, such proposition in the identical language set forth by the petitioners shall be included in the notice of the membership meeting and, subject to amendment by the membership, shall be voted upon before considering any other proposition relating to the same subject matter. A petition calling for censure or removal of a member of the Board or an elective committee will be placed on the agenda only if presented not less than forty-five days before such meeting.

§4. Notice.

Regular, annual, or special meetings shall be called by the secretary by written notice mailed or delivered not less than ten and not more than twenty days before the meeting to each member of record on the Corporation's books as of the date twenty days before the meeting. The notice shall specify the time and place of the meeting, and, except for the annual meeting, the specific business to be considered at the meeting. The annual meeting mailing or delivery shall also contain the draft minutes of the last annual meeting and any special membership meetings held during the previous year. Only at the annual meeting may action be taken on business not specified in the notice of meeting.

§5. Quorum.

1. A quorum competent to transact business at membership meetings shall be five percent of the membership which is entitled to vote or seventy-five members who are entitled to vote, whichever number shall be smaller.
2. The notice of every annual meeting shall include and the notice of a special meeting may include, at the option of the Board of Directors or the Audit Committee, (1) a notice that, if at such meeting business cannot be conducted or cannot proceed because of the absence of a quorum, the procedure authorized by Section 5-206 of the Corporations and Associations Article of the Annotated Code of Maryland (or any successor section thereto) will be invoked to call an additional meeting; and (2) a notice that such further meeting may proceed even in the absence of a quorum.
3. In addition to that notice, notice of such further meeting shall be mailed to each member by the secretary fifteen days before the aforesaid further meeting. Both the advertisement and the notice of such further meeting will include a statement that the meeting may proceed even in the absence of a quorum.
4. Despite the absence of a quorum at an annual meeting, the election of the directors of the Corporation and members of the Audit Committee shall proceed. Such election shall be valid if the number of ballots cast satisfies the quorum requirement for the meeting.

 §6. Order of Business.

1. The order of business at annual meetings of the membership, except as amended by majority vote at the annual membership meeting, shall be:
   1. Issuance of voting cards.
   2. Proof of due notice of meeting.
   3. Certification of presence of a quorum.
   4. Approval of agenda.
   5. Action on minutes of previous meeting.
   6. Reports of officers, directors, and elected committees.
   7. Presentation of candidates.
   8. Nomination and election of Nominations and Elections Committee.
   9. Old business.
   10. New business.
   11. Good and welfare.
   12. Recess.
2. The order of business at special meetings of the membership shall be:
   1. Issuance of voting cards.
   2. Proof of due notice of meeting.
   3. Certification of presence of a quorum.
   4. Approval of order of agenda items.
   5. The specific business for which meeting is called.
   6. Other subjects of petitions or requests stated in notice of meeting.
   7. Adjournment.

 §7. Rules of Order.

Unless otherwise provided in these Bylaws, the procedure for the conduct of all meetings of the membership and the Board of Directors shall be governed by Robert's Rules of Order (Revised). In the event of any conflict between these Bylaws and Robert's Rules of Order (Revised), these Bylaws shall prevail.

§8. Nominations and Elections. 

1. The Nominations and Elections Committee shall nominate at least a sufficient number of eligible members of the Corporation for all eligible positions on the Board of Directors and for all eligible positions on the Audit Committee for election at the annual meeting. This list shall be presented to the secretary at least fourteen days before the annual meeting. The secretary shall immediately see that the list is properly published and publicly displayed in Greenbelt, so that members of the Corporation may, if they choose, propose additional nominees. Names of members whose nomination has been presented in writing by the Nominations and Elections Committee, or by petition signed by any ten or more members, shall appear on the election ballot, provided each said member shall have signified to the secretary in writing his or her willingness to accept the office if elected and provided the nomination and acceptance are in the hands of the secretary or are filed at the local office of the Corporation at or before 5 p.m. on the ninth day preceding the annual meeting of the Corporation. No member shall be eligible for election to the Board of Directors or Audit Committee unless he/she has complied with the provisions of this subsection.  No person shall be nominated for election to the Board and for election to the Audit Committee at the same time.
2. The Nominations and Elections Committee, in addition, shall prepare a list of those nominated by members for election to the Nominations and Elections Committee. The list shall be presented to the secretary at least fourteen days before the election. The secretary shall immediately see that the list is properly published and publicly displayed in Greenbelt. In the event that a sufficient number of candidates are not available prior to the annual meeting, nomination{s} may be made from the floor by a member. The name of each member whose nomination has been presented prior to the meeting shall appear on an election ballot separate from the ballot listing the names of candidates for the Board of Directors and Audit Committee provided said member shall have signified to the secretary his or her willingness to accept the office if elected and provided the nomination and acceptance are in the hands of the secretary or are filed at the local office of the Corporation at or before 5 p.m. on the ninth day preceding the annual meeting of the Corporation.
   
   If the number of candidates for the Nominations and Elections Committee is greater than the number of open positions, then the votes in the election of members to the Nominations and Elections Committee shall be counted by tellers appointed by the Chair.  A teller cannot be a candidate or relative of any candidates or housemate of a candidate for the Nominations and Elections Committee.  If the number of candidates is equal to or fewer than the number of open positions, then the election may be by acclamation.
3. The directors of the Corporation and members of the Audit Committee shall be elected by secret ballot during the recess of the annual meeting of the Corporation at a polling place or places to be designated by the Board of Directors, provided, however, that members to whom voting cards have been issued prior to recess of the annual meeting may receive and cast their secret ballots immediately following that session of the meeting. The day following the annual meeting, polls shall be open, at least, from 7-10:00 a.m. and 5-8 p.m. The Nominations and Elections Committee shall adopt and publicize appropriate procedures to guarantee the integrity of the ballot box. Elections shall be by the plurality system of voting, the procedures, rules, and regulations of which shall be determined by the Nominations and Elections Committee, subject to approval or modification by the membership. Members of the Nominations and Elections Committee shall be elected during the annual meeting. In case of any tie vote in any election, the successful candidate shall be chosen by lot.
4. Each member shall have one vote on all questions voted at any membership meeting or in any election or referendum. Voting by proxy shall be subject to the limitation that only a member may hold a proxy, that the proxy shall be dated not more than three months prior to the date of the meeting, that no member shall vote more than one proxy, and that a member may vote by proxy at a given meeting only if the secretary or the business office of the Corporation has received from the member an official proxy form at least five days in advance of the meeting. The official proxy form may be obtained only by a member submitting a written request over his or her signature to the secretary or the business office of the Corporation. Information as to the number of proxy forms requested and the number of proxies received by the secretary or the business office of the Corporation shall be available to a member on request. Voting shall be by show of voting cards unless the Chair or the membership by majority vote calls for a secret ballot. Such a secret ballot shall take place during the meeting before the recess and shall be conducted by tellers appointed by the Chair. In the case of joint members, they shall together have only one vote which may be cast by one of them. At a membership meeting the voting card shall be issued to the joint member who first requests it. 
5. Only members shall be eligible to vote at a meeting or in a referendum. Where the Mutual Ownership Contract is held by another or others on behalf of the person or family living in a Corporation dwelling unit, the contracting person or persons shall designate in the business office of the Corporation the person or persons on whose behalf the Contract is entered into, and such person or persons shall be entitled to one vote per unit. Where a religious or other institution owns a Right of Perpetual Use, the institution shall determine who shall be entitled to vote and notice of such designation shall be given to the secretary or to the business office of the Corporation. When two or more units are combined to make one residence, the member(s) who own(s) a Right of Perpetual Use is entitled to only one vote for that residence. Similarly, a religious or other not-for-profit institution that owns a Right of Perpetual Use in more than one dwelling unit shall be entitled to only one vote. A member whose name is on more than one Mutual Ownership Contract is entitled to only one vote. 
6. The Board of Directors by a two-thirds vote, a membership meeting by a majority vote, or fifty members by petition may cause a referendum to be held at a polling place or polling places or by mail, on any question which may be considered by the membership. Exceptions are: amendments to the Bylaws and matters affecting the rights and/or honor of specific members only, such as motions or resolutions of censure or removal from office. 
7. Notwithstanding the provisions of paragraph e., but subject to the provisions of paragraph f., an advisory mail referendum may be held on any question or questions upon a majority vote of the Board of Directors, or of the membership at a membership meeting, or upon the petition of fifty members. 
8. Absentee Ballots. An absentee ballot shall be provided to eligible members for the following reasons: religious beliefs, physical condition or absence from the City on the day of the election. The absentee ballot will only be used for candidates for elected office. The Nominations and Elections Committee shall have authority to grant an absentee ballot by reference to rules established by this committee.

§9. Other Responsibilities at Membership Meetings.

The membership at a meeting shall also be responsible for the removal of directors of the Corporation, members of the Audit Committee, and members of the Nominations and Elections Committee for cause; censure of present or former directors or members of committees elected by the membership; for hearing and passing upon reports of officers and committees; for final action on membership terminations decided by the Board of Directors in accordance with Article III, Section 4, and appealed by the member involved; for determining policies of the Corporation; for amending the Bylaws of the Corporation; and for exercising final authority on all matters vitally affecting the Corporation.

A two-thirds vote shall be required to remove or censure a director of the Corporation, member of the Audit Committee, or member of the Nominations and Elections Committee. The notice of meeting shall include an announcement of the proposed action and the reasons for it. Notice of the proposed action shall have been mailed or delivered to the director of the Corporation, Audit Committee member, or Nominations and Elections Committee member concerned at least forty-five days before the membership meeting. A response to the allegations shall be included if the affected official elects to respond, and he or she must provide such response not less than thirty-five days before the proposed meeting date. At the meeting, both sides shall be given full opportunity to present their point of view prior to any membership action.