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By-Laws of Market Center Association, Inc.

Article I | Article II | Article III | Article IV | Article V | Article VI | Article VII | Article VIII | Article IX | Article X

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ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of the Members/Licensees of the Association shall be held each year during the 1st month of the fiscal year, on a day to be duly designated by the Board of Directors. At the annual meeting, the Members/Licensees shall elect Directors and Officers in those years when there is an election, vote on the Association’s annual budget, and transact such other corporate business as may come before the meeting.

Section 2. Special Meetings. Special meeting of the Members/Licensees may be called, at any time and for any purpose or purposes, by the President, by a majority of the Board of Directors or by any Director of the Association when requested in writing by Members/Licensees entitled to cast at least twenty-five percent (25%) of all the licensee votes; provided, that no such special meeting shall be called to consider any matter which is substantially the same as a matter voted on at any meeting of the Members/Licensees held during the preceding twelve (12) months. When a special meeting is called, such request shall state the purpose or purposes of the meeting and the matters proposed to be acted on at it. Business transacted at all special meetings of Members/Licensees shall be confined to the purpose or purposes stated in the notice of the meeting.

Section 3. Quorum. The presence in person or by proxy of twenty (20) of the Members/Licensees of the Association entitled to vote thereat licensees shall constitute a quorum at all meetings of the Members/Licensees.

Section 4. Additional Meetings. If the number of Members/Licensees present at a properly called meeting of the Members/Licensees of the Association is insufficient to approve a proposed action, an additional meeting of the Members/Licensees may be called for by a majority vote of those Members/Licensees present in person or by proxy. Fifteen (I5) days notice of the time, place, and purpose of the additional meeting shall be given by advertisement in a newspaper published in the county where the principal office of the Association is located. The notice shall inform the Members/Licensees that al the additional meeting, the Members/Licensees present in person or by proxy shall constitute a quorum and that a majority of the Members/Licensees present in person or by proxy may approve or authorize the proposed action at the additional meeting and may take any other action which could have been taken at the original meeting if a sufficient number of Members/Licensees had been present.

Section 5. Nomination of Directors and Officers. In the years when there is an election, at least forty-five (45) days prior to the Annual Meeting of the Members/Licensees of the Association, the Nominating Committee, consisting of the President and at least one other director, shall decide upon a slate of directors and officers, and shall present said slate to the Members/Licensees of the Association not less than thirty-five (35) days prior to said Annual Meeting.

Upon written request of at least twenty(20) of all the Members/Licensees of the Association, made to a member of the Nominating Committee not less than twenty-five (25) days prior to said Annual Meeting, an additional slate or slate of directors and/or officers may be proffered. The Nominating Committee member shall present said slate or slates to the Board of Directors of the Association.

The Secretary shall apprise the Members/Licensees of the Association of 1)all slates of directors and/or officers; 2)the Members/Licensees who are eligible to vote; and 3)the number of votes per each eligible Member/Licensee.

The current Board of Directors and Officers will remain in office until the Members/Licensees approve the slate of directors and/or officers.

Section 6. Preparation of and Voting on the Annual Budget. It shall be the responsibility of the Board of Directors, or a duly created committee thereof, to prepare a proposed annual budget for presentation to the Members/Licensees at the annual meeting of the Association. A copy of the proposed annual budget shall be sent to each Member/Licensee of the Association concurrently with the annual meeting notice. The annual budget of the Association shall be discussed at the annual meeting of the Members/Licensees, and shall be approved by the Members/Licensees in accordance with Article 14, Section 11-22 of the Code, which states “Voting on all budgetary matters shall be by the majority of the licensees, as represented by 1 vote per square foot of licensable space, and no vote shall carry except by votes cast.” The Secretary will cause a list of the eligible Members/Licensees to be created indicating the number of votes per Member/Licensee. A majority of the Members/Licensees may vote either at the annual meeting in person or by proxy. The last approved budget will remain in force until a new budget is approved.

Section 7. Notice of Meetings. Written notice of each meeting of the Members/Licensees shall be mailed, postage prepaid, by the Secretary, to each Member/Licensee at his/her postal address, as it appears upon the books of the Association, at least ten (10) days and not more than ninety (90) days prior to the meeting. Each such notice shall state the agenda, place, day, and hour at which the meeting is to be held, and, in case of any special meeting, shall state briefly the purpose or purposes thereof.

Section 8. Conduct of Meetings. Meetings of Members/Licensees, as well as the Board of Directors, shall be presided over by the President of the Association or, if the President is not present, by a Vice President, or, if none of said Officers is present, by a chairperson to be elected at the meeting. The Secretary of the Association or the Secretary’s designee shall act as secretary of such meetings; At the discretion of the chairman of the meeting, the rules contained in the current edition of Robert’s Rules of Order Newly Revised may be used to govern any meetings of the Association insofar as said Rules are not inconsistent with these By-Laws and/or any special rules of order adopted by the Association.

Section 9.Voting. At all meetings of Members/Licensees. every Member/Licensee entitled to vote thereat shall have one ( I ) vote per square foot of licensable space, as said Member's/Licensee's licensable space is determined by the Commissioner of Housing and Community Development of Baltimore City. pursuant to Article 14. Section 11-1 (e) and ll-7(b)(2) of the Code. Such vote may be cast either in person by the Member/Licensee, by mail by the Member/Licensee. or by proxy duly appointed by an instrument in writing subscribed by such Member/Licensee, or its duly authorized attorney, and bearing a date not more than one (I) month prior to said meeting unless said instrument expressly provides for a longer period. Such proxy shall be dated. but need not bc sealed, witnessed or acknowledged. The right of the Members/Licensees to vote by mail shall be limited to voting on stated proposals, voting for the election of Directors, or voting for the election of any officers who are to be elected by the Members/Licensees. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, with each Member/Licensee having one vote per square foot of licensable space, except as may be otherwise specifically provided by law, by the Articles of Incorporation of the Association or by these By-Laws. The voting requirements of Article 14, Section I 1-22(c) of the Code shall apply solely to the approval of and/or amendments to the annual budget of the Association, all as more specifically provided for in Article Ill, Section 6 of these By-Laws, and to no other question. If the chairperson of the meeting shall so determine, a vote by ballot may be taken upon any election or matter; a vote by ballot also shall be taken upon the request of ten percent (l0%) of the Members entitled to vote on such election or matter. The chairperson may appoint one or more tellers of election. In such event the proxies and ballots shall be held by the tellers. and all questions as to the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the tellers. If no teller is appointed, the foregoing duties shall be performed by the chairperson.

Section 10. Change of Rate. The Association has the power to adopt a resolution suggesting a change in the District’s rate per square foot of licensable space, as that rate is prescribed from time to time in Article 14, Sections 11-22 (b) of the Code. The power to recommend such a change in the rate per square foot of licensable space shall reside in the Members/Licensees of the association, who, by a majority vote of said Members/Licensees, may adopt a resolution suggesting a rate per square foot which differs from the then current rate. Any such resolution adopted by the Members/Licensees shall be sent by the President of the Association to the Mayor and City Council of Baltimore City, which must ratify said rate change by ordinance before it becomes effective.



Bylaws 2009 version 4/22/09