AMENDED AND RESTATED BY-LAWS

OF

BETHANY BEACH LANDOWNERS ASSOCIATION

(A 501 (c) (4) Non-Profit Organization)

ARTICLE I – NAME

             The name of this Association shall be the Bethany Beach Landowners Association.

ARTICLE II – SEAL

            The Association shall have a corporate seal with its name, date and state of incorporation incised thereon. 

ARTICLE III – PURPOSES

             The purposes for which the corporation is organized are to carry on charitable, educational and civic work for the improvement of the town of Bethany Beach, and in furtherance of these ends:

             (a)                To engage in any lawful activity desirable for the improvement of Bethany Beach.

(b)               To preserve the historical character and develop the aesthetic values of Bethany Beach.

 (c)                To collect and disseminate information of an economic, political, social or governmental character, or otherwise of interest to the membership.

 (d)               To present the views of the members and of the Association to other organizations, the government, and the public.

 (e)                To engage in any lawful activity which supports, protects, or enhances the interests of members of the Association.

ARTICLE IV – MEMBERSHIP

            Any adult landowner in Bethany Beach shall be eligible for membership in this Association, provided that a corporation which owns real property or real properties in Bethany Beach shall be entitled to not more than one membership.  An adult is any person who has attained the age of eighteen (18).  If real property is owned by one

spouse, but not both, of a married couple, the non-owner spouse may also be a member. If real property is owned by more than one joint owner, each owner may be a member

ARTICLE V – DUES

            Section 1.         The Association shall operate on a calendar year basis. The annual dues for membership shall be established by the Board of Directors and may be changed by the Board of Directors, from one year to the next, as it may deem appropriate.  The dues for husband and wife, or for two joint owners of real property, each of whom can be members, shall be the same as the annual dues for a single member.  In the event real property is owned by more than two joint owners, additional membership dues shall apply for each additional joint owner who wishes to be a member.

Section 2.         Association dues are payable January 1 of each year.  A member in good standing is one whose dues are paid for the current year; any member in arrears shall remain in good standing for three (3) months.  A member in arrears more than three (3) months is no longer in good standing and shall have his/her name removed from the membership roll. Former members shall have no rights and privileges of membership until reinstated by payment of dues. The rights and privileges of membership shall accrue to new members upon the payment of initial dues.

ARTICLE VI – MEETINGS

            Section 1.         The Annual Meeting of the members of the Association shall be held in June at a convenient time and place in the Bethany Beach area to be designated by the Board of Directors.  Notice of the Annual Meeting shall be provided to the membership no later than thirty (30) days in advance of the Annual Meeting.

            Section 2.         Other meetings of the members of the Association may be called by the President at any time or place and shall be so called upon the written request of (i) a majority of the Board of Directors or (ii) any fifteen members of the Association.  Notice for any such meeting shall be provided to the membership at least seven days in advance of the meeting and shall describe the subject matter to be addressed at such meeting.  Only the subject matter set forth in the notice shall be considered at such meetings.

            Section 3.         Fifteen members of the Association shall constitute a quorum for the transaction of business by the Association.  Six (6) members of the Board of Directors or a majority of the membership of any committee shall constitute a quorum for the transaction of business.

            Section 4.         Each member in good standing of the Association shall be entitled to one vote to be cast in person.  There shall be no votes by proxy or by email or mail for the Annual Meeting or for Board of Directors meetings.

ARTICLE VII – COMMUNICATIONS WITH MEMBERS

The Association will maintain a list of email addresses for members of the Association.  Communications to members by email shall satisfy any notice obligations contained in these Bylaws and shall be deemed effective as of the date of electronic transmittal.  For those members who do not provide email addresses, any notice obligations contained in these Bylaws shall be satisfied by mailing the notice via United States mail and shall be deemed effective as of the date of mailing. 

ARTICLE VIII – OFFICERS

          Section 1.         The officers of the Bethany Beach Landowners Association shall be a President, Vice President, Treasurer, Secretary and Membership Secretary, all of whom shall be members in good standing of the Association and shall be elected by a majority of the members present and voting at the Annual Meeting.  All officers shall be ex officio members of the Board of Directors.  They shall serve for a term of two years, or until their successors have been elected.  The President shall appoint a nominating committee to report a slate of nominees for all offices which shall be presented at the Annual Meeting. Nominations may also be made at the Annual Meeting from the floor, providing that a written commitment signed by the candidate confirming that he/she will serve if elected, is submitted.

Section 2.         At the expiration of their terms of office, all officers of the Association shall turn over to their successors all books, records and other property of the Association.  The Treasurer shall submit the Association’s financial records to an auditing committee appointed by the President and shall turn over to his/her successor all monies, funds, accounts, and other books, records and other property of the Association.

             Section 3.         An officer of the Association may only be removed from office by a two thirds (2/3) vote of the members present and voting at a meeting of the Association.

ARTICLE  IX – THE PRESIDENT

            Section 1.         The President shall preside at all meetings of the Association at which he/she is present; shall appoint all committees, standing and special; and shall be, ex-officio, a member of each committee.

            Section 2.         All officers shall make reports to the President, when requested and their reports shall be submitted to the Association and/or the Board of Directors by the President to the extent he/she determines to be appropriate.  The President shall take all necessary measures for maintaining order and efficiency in the management of the affairs of the Association.     

Section 3.         In the case of the death, removal from office, resignation, or extended absence of any of the officers, the President shall appoint a member in good standing of the Association to fill the vacancy temporarily, until the return of the absentee or until a successor is elected at the next Annual Meeting of the Association.

ARTICLE X – THE VICE PRESIDENT

             The Vice President shall discharge the duties assigned to the President in case of his/her absence, or disability; shall perform such other duties as the President may direct; and shall succeed to the position of President in the event of  a vacancy in that office.

ARTICLE XI – TREASURER

             The Treasurer shall be the custodian of all the funds of the Association and shall deposit or invest said funds as the Board of Directors may direct.  He/she shall keep all necessary accounts and vouchers, subject at all times to such inspection and audit as the Board of Directors may direct, and shall submit a written financial report to the Board at each meeting of the Board, and to the membership at each Annual Meeting, wherein he/she shall show the amount of money on hand and the receipts and disbursements since the last such meeting.   The Treasurer may, with the approval of the Board of Directors, retain an individual or firm at such hourly compensation as the Board of Directors may approve, to maintain accounting records and develop such reports as may be appropriate.

ARTICLE XII – SECRETARY

            The Secretary shall keep a correct record of all minutes of the meetings of the Association and of the Board of Directors and shall perform such other duties as may, from time to time, be assigned to him/her by the President, the Association or by the Board of Directors.

ARTICLE XIII – MEMBERSHIP SECRETARY

            The Membership Secretary shall keep records of the membership and perform other duties relating to membership as may be assigned. The Membership Secretary may, with the approval of the Board of Directors, retain an individual or firm at such hourly compensation as the Board of Directors may approve, to provide such assistance in pursuit of his/her duties as may be appropriate.

ARTICLE XIV – BOARD OF DIRECTORS

            Section 1.         The Board of Directors shall be elected at the Annual Meetings, and it shall consist of not less than nine (9) nor more than twenty-one (21) members of the Association including the President, who shall be ex-officio Chairman of the Board, the Vice President, the Treasurer, the Secretary, and the Membership Secretary.  Each member of the Board shall serve for a term of two years, or until his/her successor has been elected.  The term of the Directors may be staggered at the option of the Board of Directors.  If terms are staggered, only the number of Directors with terms expiring, or whose positions are vacant, shall be elected at the Annual Meeting. 

Section 2.         The Board of Directors shall be responsible for the activities and affairs of the Association and during the intervals between meetings it is empowered to transact all appropriate business and report the same to the membership on a timely basis, but in any event at the next meeting of the Association, and shall perform such special duties as may be assigned to it by the Association. 

Section 3.         A Board member who fails to attend (i) three (3) consecutive meetings or (ii) four (4) out of the last six (6) meetings of the Board, is subject to removal from the Board.  The Board of Directors is authorized to remove such a member from the Board upon majority vote effective upon written notice to the Board member.  The President is authorized to appoint a member in good standing of the Association to fill any vacancy on the Board of Directors until a successor is elected at the next Annual Meeting of the Association. 

ARTICLE XV – COMMITTEES

             Committees may be appointed by the President as he/she deems appropriate.  There shall be an Executive Committee comprised of the President, Vice President, Treasurer, Secretary, and Membership Secretary. The Executive Committee shall be empowered to transact such business as the Board of Directors or these Bylaws authorizes.

ARTICLE XVI – DISBURSEMENTS

            Moneys of the Association shall be paid out only by check signed by the Treasurer, President, Vice President, or other officer of the Association approved by the Board of Directors.  Any individual disbursement of Association funds exceeding Two Thousand dollars ($2,000.00) may only be made with the authorization of the Executive Committee and must be made by check executed by two officers of the Association.

ARTICLE XVII – HEADQUARTERS ADDRESS

            The office address of the Association shall be P.O. Box 401, Bethany Beach, Delaware, 19930‑0401.  The email address for the Association shall be www.bbla.info.

ARTICLE XVIII – PARLIAMENTARY PROCEDURE

            The rules of parliamentary Procedure contained in Robert’s “Rules of Order, Newly Revised”, shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE XIX – AMENDMENTS

             These By-laws may be amended by a two-thirds vote of those present and voting at any meeting of the Association provided that written notice of such proposed amendment is given in the agenda furnished with notice of such meeting.

AS ADOPTED AT ANNUAL MEETING OF JUNE 23, 2007 AND AMENDED AT MEMBERSHIP MEETING OF AUGUST 1, 2009

Any federal tax advice contained herein or in any attachment hereto is not intended to be used, and cannot be used, to (1) avoid penalties imposed under the Internal Revenue Code or (2) support the promotion or marketing of any transaction or matter. This legend has been affixed to comply with U.S. Treasury Regulations governing tax practice.