PROPOSED BYLAWS REVISIONS
As you may know, HSIA has created a Bylaws Committee, chaired by Past President and Board member Tom Anderson, to systematically review and propose amendments to update the HSIA Bylaws which have remained largely unchanged since they were written in the 1950s.
The Bylaws were amended most recently when changes to Articles IX – Amendments to the Bylaws, and Article X – Notices, were approved at the General Meeting on May 8, 2025, following some confusion concerning Bylaws amendments at and following the November 14, 2024, General Meeting and Officer elections. More on Article IX below.
The most recent efforts by the Bylaws Committee involved revisions to Article VII – Nominations, Elections and Appointments, which the HSIA Board approved on March 26, 2026, and publicized for voting approval at the May 14, 2026, General Meeting. Unfortunately, the May 14, 2026, General Meeting lacked a quorum, so the matter was deferred until the July 9, 2026, General Meeting, where the revisions to Article VII were unanimously approved by a 33-0 vote, including 13 proxies.
BUT, WE GOOFED! The amendments to Article IX approved a year ago added a new requirement that written ballots be used, but we did not use written ballots! We followed our long standing practice of a show of voting cards. No one on the Bylaws Committee or the Board remembered we needed to use written ballots, so the July 9, 2026, vote was invalid.
So, here we are again with a full slate of proposed Bylaws amendments, explained below, for the September 10, 2026, General Meeting.
We will need a quorum in order to conduct the General Meeting and have these Bylaws Amendments voted on. So please: MARK YOUR CALENDARS! SEPTEMBER 10, 2026, 7:00 PM GENERAL MEETING! And while we cannot use proxies to achieve a quorum, proxies may be used for voting!
ARTICLE VII – NOMINATIONS, ELECTIONS AND APPOINTMENTS (AGAIN!)
Since the July 9, 2026, vote was invalid for failure to use written ballots, the Board has authorized re-publication of Article VII Proposed Amendments and presentation for approval again at the next General Meeting on September 10, 2026. There have been no changes to the earlier drafts of the proposed amendment, which generally clarify how elections are conducted, remove floor nominations and write-in votes, prohibit electronic voting, and allow outside vendors to be used to conduct elections.
You can find the existing and proposed language of Article VII -NOMINATIONS, ELECTIONS AND APPOINTMENTS at hillsmereshores.org/proposed-article-vii-bylaw-change/
ARTICLE IX –AMENDMENT OF THE BYLAWS
At the July 9, 2026, General Meeting a group of four members raised a Point of Order before the vote on Article VII AMENDMENTS, pointing out an apparent inconsistency in quorum requirements in Article IX – Amendment of the Bylaws, and Article VIII, Section 4, which allows a quorum to be waived at the next General Meeting following a General Meeting where a quorum was lacking. This was the procedure being followed for the July 9, 2026, General Meeting, following a lack of a quorum at the May 14, 2026, General Meeting. The Point of Order is moot, because as stated above, we failed to use written ballots and the vote is invalid.
However, the Bylaws Committee has examined the apparent quorum inconsistency, and the Board has approved a proposed Clarifying Amendment to Article IX, as follows (new language in bold, italics, underlined) below:
ARTICLE IX – AMENDMENT OF THE BYLAWS
Section 1. Bylaws Amendment Proposal Meeting
Amendments to the Bylaws may be proposed by the Board of Directors at any Board Meeting or by Corporate Members at any General or Special Meeting of the Membership at which there is a quorum or a waiver of a quorum under Article VIII Section 4.
If the proposed amendment is approved for publication by the Board of Directors at that Board meeting or by a simple majority of the Corporate Members present at that General or Special Meeting, then notice of the proposed amendment, including its language, shall be conveyed to all Members by electronic means, by summary posting in a conspicuous place, and by publication in the community newsletter (i.e. Sea Breeze) at least 15 days before the next General Meeting, stating that the proposed amendment shall be presented for a second time and a final vote by written ballot (including proxies) at that next General Meeting.
Section 2. Bylaws Amendment Voting Meeting
If the proposed amendment is approved by a two-thirds (2/3) vote by written ballot (including proxies) of the Corporate Members present (including proxies) at that second next General Membership Meeting at which there is a quorum or a waiver of a quorum under Article VIII Section 4, the proposed amendment shall become effective immediately, or upon its stated effective date.
The purpose of this Clarifying Amendment is to make clear that the waiver of a quorum rule applies to consideration and voting on Bylaws amendments, and to help clarify the two-step process being used: First a Proposal Meeting, followed by publication and notice, the Second, a Voting Meeting.
You can read the complete clarifying amendment here (direct download).
Since the Bylaws are being revised in sections, and not all at once, it is inevitable that changes made in the future may require revisiting changes we made in the past to reconcile any inconsistencies or apparent contradictions that may crop up.
ARTICLE I – PREAMBLE and ARTICLE II – MEMBERSHIP AND VOTING
Articles I and II were reviewed and revised together since some of the existing provisions were shifted from one Article to the other, and new, important provisions were incorporated. They should be considered and voted on together.
Proposed Changes:
In Article I:
Section 2. Authority of the Board was moved from Article II and now also references Anne Arundel County ordinances as well as laws of Maryland.
A new Section 3. History was added, most notable describing creation of the Hillsmere Special Community Benefits District (“SCBD”), and the changed tax status of HSIA. The SCBD is a tax on property that represents the single largest source of revenue used for maintenance and improvement of HSIA property and facilities.
Section 4. Purpose was streamlined and SCBD administration was added.
In Article II:
Article II was effectively re-written to:
- add legal definitions in Section 1,
- describe two types of membership – Corporate Membership and Associate Membership – in Sections 2 and 3,
- enumerate Voting Rights in Section 4, and
- describe fees in Section 5.
Section 1. Definitions was added to describe HSIA Community Property and Facilities, provide a legal definition of Owners of Record, and incorporate Resident definition from HSIA Rules. Since not all Residents are Owners of Record, two types of Membership are proposed.
In Section 2. Owners of Record may become Corporate Members and have the rights and privileges enumerated in Section 2:
- use of HSIA property;
- participation in meetings and committees;
- eligibility for election to Board; and
- voting on corporate matters
In Section 3. Residents who are NOT Owners of Record may become Associate Members and have the rights and privileges enumerated in Section 3:
- Use of HSIA property; and
- Participation in meetings and committees.
- may NOT be elected to the Board; and
- may NOT vote on corporate matters.
In Section 4.1, the four (4) instances when Corporate Member are authorized to vote are listed:
- Election of Board members;
- Removal of Board members;
- Ratifying real property transactions; and
- Amending Bylaws.
Section 4.2 goes on to propose the most significant change yet in the Bylaws:
“…each property in Hillsmere, regardless of the numbers of co-owners, shall be entitled to only one (1) vote by a Corporate Member on any matters properly coming before the Corporation at any general, annual or special meeting.”
The rationale for this change is based on notions of equity and fairness, especially since the SCBD assessment, HSIA’s largest source of revenue, is a tax on each property, not a tax on individuals. Anne Arundel County only allows one vote per property when communities vote to establish an SCBD. And it seems unfair that a property with, say 4 owners of record, could have 4 votes on a corporate matter while a property owned by one person only gets one vote. One vote per property is not unprecedented, and other communities with SCBDs have limited voting to one vote per property.
Section 4.3 provides that except for elections of Board members (covered in Article VII), Corporate Members may vote by written proxy given to another Corporate Member and limits proxy voting to two per Corporate Member.
Section 5 is a restatement of fees. Former dues are now referred to as Administrative Fees.