Welcome. You are joining the stewardship of a building that has been in continuous use since 1871. It is a hall built to heal a neighborhood divided by the Civil War, and one that has hosted plays, concerts, lectures, and suppers for over 155 years. This document is the working orientation for new directors. Read it once end-to-end, then keep it as a reference: it covers what we are, how we govern ourselves, what gets voted on, and the rules (bylaws, Maryland law, and IRS) we must follow.
Part IThe Story of the Elkridge Assembly Rooms
Lawyers Hill in the 1860s was a small summer-resident neighborhood whose families found themselves, in the words of Judge George Washington Dobbin's daughter Rebecca, "almost equally divided in sentiment" between North and South. After the war, they resolved never to discuss it, and Judge Dobbin proposed a hall where the neighborhood could simply gather, on neutral ground.
1861–65The Civil War divides Lawyers Hill neighbors onto opposing sides.
c. 1870Judge George W. Dobbin donates land for a "neighborhood parlor" to heal post-war division.
1871A Shingle-Style hall, designed by Washington architect Robert Stead (a Lawyers Hill summer resident), is built at 6090 Lawyers Hill Road. It burned down in its first year and was immediately rebuilt.
1873+The B&O Railroad runs trains from Baltimore to Relay Station for performances at the hall: readings, dances, theatricals, and games.
1993The Lawyers Hill Historic District is listed on the National Register of Historic Places.
2007Elkridge Assembly Rooms, Inc. incorporates as a Maryland 501(c)(3) non-stock corporation on September 7.
2008The property at 6090 Lawyers Hill Road (0.278 acre) is conveyed to the corporation on September 17 (Liber 11597, Folio 370).
The hall has been in continuous use for more than 155 years.
Mission & Property
Mission
Restore and preserve the historic building and its artifacts in Howard County.
Educate the public, through publications, tours, and programs, about the building's historical significance.
Use the hall as it was originally used: for community meetings, gatherings, and theatrical events.
Consistent with the hall's original purpose, promote community conflict resolution generally.
Operate exclusively for charitable, religious, educational, or scientific purposes under IRC §501(c)(3).
Property & Legal Facts
Address: 6090 Lawyers Hill Road, Elkridge, MD 21075
Parcel: 0.278 acre (Howard County District 01)
Deed: Transferred Sept. 17, 2008 (no consideration); recorded Liber 11597 / Folio 370
Corporation type: Maryland non-stock; no capital stock issued
Tax status: Federal 501(c)(3) charitable organization
Federal EIN: 26-1127137
SDAT Dept. ID: D12118824
From Neighborhood Parlor to Regional Destination
For its first century and a half the hall served the immediate neighborhood. Incorporation in 2007 opened the door to serving the broader public, without losing what makes the place itself.
Then, the Neighborhood
Potluck Suppers gather neighbors on a recurring evening, a tradition spanning generations.
The 4th of July Picnic brings hayrides, lawn games, and a sense of older times.
Community Plays once drew audiences from Baltimore by rail; in later years the neighborhood's children performed. Hand-made posters for these productions go back more than a century.
2007 to Present and Future
Concerts bring intimate performances to a historic setting, including nationally recognized artists, and the series continues to grow.
Art Exhibits began with our first show, The Birds & The Bees by Alicia Thacker, and we are looking to expand the program.
Farm & Vendor Pop-Ups partner with local farms and makers, drawing visitors from across the county.
Small Business Saturday has drawn hundreds of regional visitors in a single day, meeting an untapped community need.
Tours & Lectures share the hall's story with a widening regional audience.
Caring for a 155-Year-Old Building
The Building
Architect Robert Stead, a Washington D.C. architect who summered on Lawyers Hill.
Construction Originally funded by community members purchasing stock shares; subsequently maintained by annual dues and volunteer labor.
Key Architectural Features
One-story wood-frame, Shingle Style
Sloping site; pier-and-beam foundation
Heavy timber framing and sill beams
Wood-shingle cladding
Large windows and broad roof overhangs for ventilation and light
Vaulted interior with stage area
Preservation Challenges
Wood-on-ground contact
Minimal separation between structural wood and soil creates ongoing moisture and decay risk, the core vulnerability of pier-and-beam buildings of this era.
Accumulated repairs
Over 150 years, portions have been reframed in different eras, making it difficult to assess the full structural picture without hands-on investigation.
Historic preservation standards
Repairs must balance structural need against preserving original character and materials. Historic commission approval is often required.
Funding reality
Restoration is costly and is funded entirely through donations and grants.
What We've Accomplished
Foundation & structure
2011: Full-length structural beam replaced the length of the hall
2015: Major renovation, foundation and structural improvements
2023: Foundation further shored up
Other work
2008–09: Doors & windows repaired
2015: Stone patio, parking pad, steps, stage cleanup
2023: Roof repairs (water intrusion) and drainage improvements
Funding & maintaining the building Membership fees don't cover basic operating expenses. We must actively pursue grants, private donations, and government funding to close the gap. Maintenance also requires experts with an appreciation of the history.
Site & access constraints
No publicly available parking nearby
Dangerous traffic on Lawyers Hill Road
No sewer or septic access (limits bathroom options)
Building cannot be insulated (limits climate control)
No running water; uninsulated pipes risk freezing; if pursued, volunteers must monitor the property in cold weather
Other Balancing neighborhood concerns against larger goals. Administration falls to volunteers, which can lead to non-profit compliance risk or loss of institutional memory.
Opportunities
Arts, music & education Expand concerts, art shows, and performances in a uniquely intimate historic setting. Offer tours, lectures, and programs that connect the region to Howard County history.
Small-business support Drive engagement by supporting small business: local farms, food producers, and makers.
Community gatherings Continue the tradition of potlucks, celebrations, and picnics that bring neighbors together.
Sustainable funding Build a diverse mix of grants, private giving, and event revenue that ensures the hall thrives for another 155 years.
As a board member, you play a key role in helping solve these challenges and seize these opportunities.
Part IIGovernance at a Glance
Members
Composed of directors plus any person or firm elected by the board (in practice, the paying membership)
Elect all officers & directors at the annual meeting
Can remove directors or officers by majority vote
Quorum: 12 members
Annual meeting: June each year
Board of Directors
10 directors (may be changed by bylaws)
3-year staggered terms; 1/3 elected annually
Manage all business & affairs of the corporation
May appoint committees
Quorum: majority of directors then in office
Officers
President, Vice-President, Secretary, Treasurer
Must be board members (except assistant officers)
2-year terms; Pres & Treas at one meeting, VP & Sec at the next
Principal executive authority rests with the President
Officer Roles & Responsibilities
President
Principal executive officer of the corporation
Supervises and controls all business and affairs
Presides at all member and board meetings
Ex officio member of all committees
May execute deeds, mortgages, and contracts authorized by the board
Vice-President
Performs presidential duties in the president's absence or vacancy
Board may designate as executive VP or VP for specific areas
Performs other duties assigned by president or board
Secretary
Keeps minutes of all member & board meetings
Ensures notices are duly given per the bylaws
Custodian of corporate records and seal
Keeps register of member contact information (in practice, email addresses)
In practice, issues donation receipts
Treasurer
Has custody of all corporate funds and securities
Keeps full and accurate accounts of receipts and disbursements
Deposits all money in board-designated depositories
Disburses funds as ordered by the board with proper vouchers
Reports financial condition at regular board meetings
Board of Directors: Powers & Duties
Board Powers
Collectively manages all business and affairs of the corporation
Authorizes contracts, loans, and execution of instruments
Designates depositories and investment accounts
Appoints officers and fills officer vacancies
Establishes or changes the number of directors (subject to bylaws)
Appoints executive and other committees from among directors
Authorizes payment of director attendance expenses
Amends or repeals bylaws (except Article XI itself)
Sets the accounting year
Approves indemnification and expense advancement
Terms & Service
3-year staggered terms; 1/3 elected annually
No salary; attendance expenses may be allowed by board resolution
Removed by majority vote of entire membership
Vacancies (other than those from increased board size) filled by majority of remaining directors
A director removed from the corporation is also removed as a member
Meetings
Annual board meeting held on a date set by the board
Special meetings called by the president or a majority of directors
Quorum: majority of directors then in office
Actions may be taken without a meeting by unanimous written consent
Conference calls / video calls allowed and count as in-person attendance
Part IIIWho Votes on What
The table below is a working summary, drawn from the bylaws. When a vote isn't squarely listed, the rule of thumb is: elections, removals, and bylaw-defined member matters belong to the membership; everything else belongs to the board.
Decision
Who decides
Threshold / notes
Elect officers and directors
Members
At the annual meeting in June
Remove a director or officer
Members
Majority of the entire membership
Approve material amendments to articles of incorporation
Members
As required by Maryland non-stock corporation law
Approve dissolution of the corporation
Members
As required by MD law; assets pass to other 501(c)(3)s or government
Authorize contracts, loans, instruments
Board
Majority of directors present (quorum required)
Designate depositories and investment accounts
Board
Disposition of principal requires board approval
Appoint officers; fill officer vacancies
Board
Majority
Fill director vacancies (other than from board expansion)
Board
Majority of remaining directors
Establish or change the number of directors
Board
Subject to bylaws and MD law minimum
Appoint executive and other committees
Board
From among directors
Authorize director attendance expenses
Board
By resolution
Amend or repeal bylaws
Board
Majority, except Article XI itself
Set the accounting (fiscal) year
Board
Majority
Indemnification & expense advancement
Board
Majority; per MD law standards
Take action without a meeting
Board
Unanimous written consent
Approve annual financial report
Board
Within 20 days after the annual meeting
Part IVKey Rules the Organization Must Follow
501(c)(3) Restrictions
No earnings may benefit members, directors, or private individuals
No substantial political lobbying activities (limited by §501(h))
No participation in political campaigns for public office
On dissolution, assets must go to other 501(c)(3) organizations or government
No activity that would invalidate federal tax-exempt status
Maryland Law (Non-Stock Corporation)
Must file a Personal Property Return with the MD Dept. of Assessments & Taxation each year
Board size must meet the Maryland General Corporation Law minimum
A resident agent (currently John J. Ghingher III) must be maintained
Director and officer liability limited to the maximum extent permitted by Maryland law
Tax withholding exemption certified as a Maryland resident entity
Bylaws Requirements
Annual member meeting in June each year
Member meeting notice: 10–90 days in advance
Board prepares an annual financial report within 20 days after the annual meeting
All checks/drafts signed by officers or agents per the manner the board determines
Corporate seal bears the organization name, year of organization, and "Incorporated Maryland"
Quorum rules strictly observed (12 members; majority of directors)
Conflict of Interest Policy
All board members receive and sign an acknowledgment of this policy annually.
1No Conflicted Participation
No board member may knowingly participate in, or attempt to influence, any board or committee decision that would directly or indirectly confer a financial benefit, business advantage, or preferential treatment on that member, their family, or any firm or organization in which they have a material interest.
2Immediate Disclosure Required
If a conflict of interest arises on any matter before the board or a committee, the member must immediately disclose the conflict to the full board or committee. The conflicted member must then recuse themselves and may not vote on that matter.
3Discussion Still Permitted
The policy does not prevent a conflicted member from participating in discussion of the matter, only from voting. The member must comply with the disclosure requirement above to participate in discussion.
Annual Filings & Compliance Calendar
Our fiscal year ends May 31. Federal filings are keyed to FY end; Maryland filings are largely on the calendar year. The Treasurer owns these deadlines; the schedule below is a starting reference.
Filing
Agency
Due
Form 990, 990-EZ, or 990-N (e-Postcard), the annual exempt-organization return
IRS
5 months 15 days after FY end (≈ Nov 15)
Form 990-T (if any unrelated business income)
IRS
Same as Form 990
Annual Report / Personal Property Return (calendar year, not fiscal year)
MD SDAT
April 15
Charitable Organization Registration (COR-92), required only when charitable contributions exceed $25,000 in the year
MD Secretary of State
6 months after FY end (≈ Nov 30)
Annual financial report to the board
Internal
Within 20 days after the annual meeting
Annual COI acknowledgment
Internal
Each board year
Specific dates depend on the form filed and whether any extension applies. Treasurer to confirm exact deadlines for each fiscal year.
Quick Reference: Things to Remember
Annual filings
State and IRS filings are keyed to a fiscal year ending May 31. The Treasurer owns the calendar.
Annual Meeting in June
Members elect officers and directors each June. President & Treasurer at one annual meeting; VP & Secretary at the next.
Political activities forbidden
The corporation may not participate in or intervene in political campaigns. Political discussion was forbidden by the hall's original 1871 charter as well.
No private benefit
Net earnings cannot inure to any member, director, officer, or private individual. Reasonable compensation for services is permitted.
Financial controls
All funds go to board-designated depositories. Disposition of principal of deposits or investments requires board approval.
Indemnification
The corporation indemnifies directors and officers to the maximum extent permitted by Maryland law. Expenses may be reimbursed in advance of final disposition.
Welcome to the Board
You are stewards of a piece of Howard County history dating to 1871.