Section 1. Qualification. Membership is open to all persons over the age of eighteen (18) years who are interested in furtherance of the purposes of the Corporation.
Section 2. Membership Classes. There are no classes of membership. All members shall have the authority to vote on any business for which a member can vote. If dues become established for the Corporation all members, including those holding an office, must pay the dues to
remain a member of the Corporation.
Section 3. Manner of Admission. For establishment of an individual's membership in the Corporation that individual must pay any dues owed and have one's name and current address entered into the Membership registry of the Corporation.
Section 4. Annual Meetings. The purpose of the annual meeting of Members is to elect Directors and to transact such other matters as may properly come before the Members. The annual meeting of the Members of the Corporation shall be held at the times and places designated by
the Board of Directors or the Chair of the Corporation. The annual meeting of Members for any year shall be held no later than thirteen (13) months after the last annual meeting of Members. However, failure to hold an annual meeting timely shall in no way affect the terms of Officers
or Directors of the Corporation or the validity of actions of the Corporation.
Section 5. Special Meetings. Special meetings of Members may be called by the Chair or by a majority of the Board of Directors then in office or by Members having one-fourth (1/4) or more of the outstanding votes of the Corporation. The purpose of each special meeting shall
be stated in the notice and may include purposes that are lawful and proper for Members to consider.
Section 6. Place of Meeting. The Board of Directors may designate any place, either within or without Maryland as the place of meeting for any meeting of Members. If no designation is made, then the place of meeting shall be the principal office as designated in the
Articles of Incorporation of the Corporation. (14726 Old Frederick Road, Rocky Ridge, Maryland 21778)
Section 7. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by mail not less than ten (10) days nor more
than sixty (60) days before the date of the meeting. Notice shall be given by or at the direction of the Chair or the Secretary or the persons calling the meeting to each Member of record. If mailed, such notice shall be deemed to have been delivered when deposited in the United
States Mail addressed to the Member at his or her address as it appears on the records of the Corporation with postage thereon prepaid.
Section 8. Waiver of Notice. A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute waiver of notice of such meeting, except when the Member
attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 9. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law
or by these by-laws.
Section 10. Action Without Meeting. Any action of the Members may be taken without a meeting, without prior notice and without a vote, if consent in writing setting forth the action so taken is signed by a majority of the Members and ratified by two or more Officers or two or
more Directors or at least one Officer and one Director of the Corporation. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those Members authorized to sign but who did not consent in writing. The notice shall fairly summarize the
material features of the authorized action.
Section 11. Telephone/Email/Internet Meetings. Directors may participate in meetings of the Directors by means of conference telephone, email, internet or other similar communications equipment by which all persons involved in communicating can send and receive such
communications to or from all other participants within a twenty-four hour period. Participation in such communication shall constitute presence in person at such meeting.
Section 12. Voting Record. If the Corporation has six (6) or more Members of record, the officers having charge of the membership shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting or any
adjournment thereof. The list shall be kept on file at the registered office of the Corporation, and any Member shall be entitled to inspect the list at any agreed upon time with any voting member that has access to such list. The list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection by any Member at any time during the meeting. If the requirements of this section have not been substantially complied with, then upon demand of any Member in person or by proxy, the meeting shall be adjourned until the
requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
Section 13. Member Quorum and Voting. A majority of the Members authorized to vote appearing in person or by proxy shall constitute a quorum at a meeting of Members for purposes of permitting voting action. When a specified item of business is required to be voted on by a
class of Members a majority of the Members of such class shall constitute a quorum for the transaction of such items of business by that class. If a quorum is present, unless otherwise provided by law, the affirmative vote of a majority of the Members at the meeting entitled to vote
on the subject matter shall be the act of the Members. After a quorum has been established at a Members' meeting, the subsequent withdrawal of Members, so as to reduce the number of Members entitled to vote at the meeting below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment thereof. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present.
Section 14. Votes. Each Voting Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members.
Section 15. Proxies. Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy shall be in writing and shall be signed by the Member or his or her
otherwise duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (II) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.
Section 16. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted
meeting, terminate the membership of any member. Any member who becomes ineligible for membership, may be either temporarily suspended until the cause of ineligibility is corrected or can be expelled permanently until such cause of ineligibility is corrected.
Section 17. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 18. Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of
Directors may deem appropriate
Section 19. Transfer of Membership. Membership in this Corporation is not transferable or assignable.
BOARD OF DIRECTORS
Section 1. General Powers. Subject to the limitations of the Articles of Incorporation, these Bylaws, and the General Corporation Law of Maryland, all corporate powers shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the
Corporation shall be controlled by the Board of Directors.
Section 2. Number, Qualification. Election and Tenure. The number of Directors shall be the number of Directors elected from time to time in accordance with these Bylaws, but shall never be less than one. The number of Directors may be increased or decreased from time to time
by election in accordance with these Bylaws.The Directors must be members of this Corporation. The Directors shall be elected by the Members at the annual meeting of Members and shall serve until the next succeeding annual meeting and until their successors have been elected and
Section 3. Annual Meetings. The Board of Directors shall hold its annual meeting at the same place as and immediately following each annual meeting of Members for the purpose of the election of Officers and the transaction of such other business as may come before the meeting.
If a majority of the Directors are present at the annual meeting of Members, no prior notice of the annual meeting of the Board of Directors shall be required. However, another place and time for such meeting may be fixed by consent of all the Directors. All meetings of the Board of
Directors are open to all members in good standing of the Corporation. At every meeting of the Board of Directors there shall be time set aside in the agenda for general membership comments/participation. Any members in good standing may address the Board of Directors during that
time only. Meetings of the Board of Directors are otherwise closed to participation by the general membership of the Corporation.
Section 4. Regular and Special Meetings. Regular meetings of the Directors may be held without notice at such time and at such place as shall be determined from time to time by the Directors. Any Director may request a special meeting, and the person calling such meeting may
fix a reasonable time and place for such meeting.
Section 5. Telephone/Email/internet Meetings. Directors may participate in meetings of the Directors by means of conference telephone, email, internet or other similar communications equipment by which all persons involved in the communicating can send and receive such
communications to or from all other participants within a twenty-four hour period. Participation in such communication shall constitute presence in person at such meeting.
Section 6. Action Without Meeting. Any action of the Directors may be taken without a meeting if consent in writing setting forth the action so taken signed by all of the Directors is filed in the minutes of the Directors. Such consent shall have the same effect as a unanimous
Section 7. Notice and Waiver. Notice of any special meeting shall be given at least three (3) days prior thereto by written notice delivered personally, by mail or by electronic mail, to each Trustee at his address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail with postage prepaid. Any Director may waive notice of the meeting, either before, at, or after such meeting by signing a waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver
of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.
Section 8. Quorum and Voting. A majority of Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Directors. If less than a quorum
is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present. If there are an even number of Directors currently in office, one-half of such members present constitutes a quorum.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors even though it is less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall hold office only
until the next election of the Directors by the Members. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of Members or a special meeting of Members called for that purpose.
Section 10. Removal. At any meeting of Members called expressly for that purpose, any Director or Directors may be removed from office, with or without cause, by vote of holders of a majority of the outstanding shares then entitled to vote at an election of Directors. New
Directors may be elected by the Members for the un-expired terms of Directors removed from office at the same meetings at which such removals are voted. If the Members fail to elect persons to fill the un-expired terms of removed Directors, and if the Members did not intend to
decrease the number of Directors to serve on the Board, then the vacancies unfilled shall be filled in accordance with provisions in these Bylaws for vacancies.
Section II. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains
from voting because of an asserted conflict of interest.
Section 12. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses for attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but
nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.
Section 13. Nomination of Directors and Officers. Not later than two months prior to each annual meeting of the Members and Directors, the Directors shall appoint a nominating committee consisting of three members. Such committee shall consider all available candidates for the
directorships and offices to be filled at the forthcoming meeting and shall submit a slate of candidates at the meeting. Such submission shall be deemed a nomination of each person named. The Committee may recommend one or more persons for each vacancy to be filled. The Committee may
recommend the same person for one or more vacancies, so long as it would not create a conflict for such positions to be held by the same individual. At the annual meeting of Members and Directors, nominations for the directorships and offices to be filled at the meeting may be made
by members in good standing from the floor. When appointing the Officers the Directors shall not be limited to those individuals listed on the slate of candidates or to those additionally nominated from the floor at the annual meeting of Members.
Section 1. Officers. The Officers of this Corporation shall be a Chair, Vice-Chair, Secretary and Treasurer, each of whom shall be elected by the Board of Directors. Any two or more officers may be held by the same person, except for the office of Chair and Vice-Chair. Any
Director may also hold an office. A failure to elect officers shall not affect the existence of the Corporation.
Section 2. Election and Term of Office. The term of office shall be two years. In order to stagger the replacement of the Officers the Chair and Treasurer shall be placed for election at the first annual meeting. The following year the Vice-Chair and Secretary offices shall be
placed for election. Thereby two of the Officers of the Corporation shall be elected annually by the Board of Directors at its meeting after each annual meeting of Members. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter
as conveniently may be. Each Officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of Directors. Removal shall be without prejudice to any contract rights of the person so removed, but election of an Officer shall
not in itself create contract rights.
Section 4. Vacancies. Vacancies in offices, however occasioned, may be filled at any time by election by the Board of Directors for the un-expired terms of such office.
Section 5. Duties. The Chair shall preside at all meetings of the Board of Directors and of the Members. The Chair shall be the chief executive officer of the Corporation. The Chair may sign, with the Secretary or any other proper officer of the Corporation authorized by the
Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute
to some other officer or agent of the Corporation; and in general he shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Directors from time to time. The Vice-Chair shall, in the absence of the Chair or in event of his
or her inability or refusal to act, perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice-Chair shall perform such other duties as from time to time may be assigned to him by the Chair or by
the Board of Directors. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of
the Corporation in such accordance with the provisions of Article Seven of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The
Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate
records and of the seal of the Corporation, if the Corporation procures a seal, and see that any such seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these
Bylaws; keep a register of the post-office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or
by the Board of Directors. Subject to the foregoing, the Officers of the Corporation shall have such powers and duties specifically conferred by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Directors.
Section 6. Salaries. The salaries of the Officers shall be fixed from time to time by the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation.
Section 7. Delegation of Duties. In the absence or disability of any Officer of the Corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his or her powers or duties to any other Officer or to any other Director.
EXECUTIVE AND OTHER COMMITTEES
Section 1. Creation of Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate an Executive Committee and one or more other committees. The Officers of the Corporation may, by resolution passed by two or more of the Officers,
designate an Executive Committee and one or more other committees.
Section 2. Executive Committee. The Executive Committee (if created and existing) shall consult with and advise the Officers of the Corporation in the management of its affairs and shall have and may exercise, to the extent provided in the resolution of the Board of Directors
or Officers creating such Executive Committee such powers as are allowed by Maryland law to be delegated to such committee.
Section 3. Other Committees. Such other committees shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated and to the extent provided in the resolution or resolutions creating such other committee or committees.
Section 4. Term of Office. Each member of the Executive Committee or other committees shall continue as such until the next annual meeting of the Board of Directors. At that time such committee members will be re-appointed or replaced, but such replaced members' terms of
office shall continue until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member ceases to qualify as a member of the Corporation.
Section 5. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 6. Meetings. Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as shall from time to time be determined by the Executive Committee or such other committees, and special meetings of the Executive
Committee or such other committees may be called by any member thereof upon two (2) days' notice to the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner
provided in these Bylaws pertaining to notice for Directors' meetings. In the absence of specific provisions in these Bylaws or regulations imposed by the Board of Directors, a committee may meet and adjourn and otherwise regulate its meetings as it thinks fit. A committee may
appoint a chairperson of its meetings if none has been appointed by the Board of Directors or is designated elsewhere in these Bylaws. If no committee chair has been appointed, or if at any meeting the chairperson is not present within five minutes after the time appointed for the
holding of the meeting, the members present may choose one of their number to chair the meeting. A committee may not sub-delegate any of its powers or duties within its membership or to any other person or persons unless authorized to do so by the Board of Directors. Committee
members may vote by proxy.
Section 7. Vacancies. Vacancies on the Executive Committee or on other committees shall be filled by the Board of Directors then in office at any regular or special meeting of the Board of Directors.
Section 8. Quorum. At all meetings of the Executive Committee or other committees, a majority of the committee's members then in office shall constitute a quorum for the transaction of business. If there is an equal number of members then in office, one-half (1/2) of the
members shall also constitute a quorum.
Section 9. Manner of Acting. The acts of a majority of the members of the Executive Committee or other Committees present at any meeting at which there is a quorum shall be the act of such committee.
Section 10. Minutes. The Executive Committee (if there is one) and the other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.
Section II. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Section 1. Form and Issuance. Members of the Corporation may be issued certificates signed by the Chair or Vice-Chair, and by the Secretary or an Assistant Secretary. Each Membership certificate shall state the following: (a) the name of the Corporation; (b) that the
Corporation is organized under the laws of the State of Maryland; (c) the name of the person of the person or persons to whom issued; and (d) the year beginning the membership.
Section 2. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new Membership certificate in the place of any certificate previously issued if the Member named in the Certificate requests the issuance of a new certificate.
BOOKS, RECORDS AND REPORTS
Section 1. Report to Members. The Corporation shall send an annual report to the Members of the Corporation not later than four months after the close of each fiscal year of the Corporation. Such report shall include a balance sheet as of the close of the fiscal year of the
Corporation and a revenue and disbursement statement for the year ending on such closing date. Such financial statements shall be prepared from and in accordance with the books of the Corporation, in conformity with generally accepted accounting principles applied on a consistent
Section 2. Inspection of Corporate Records. Any person who is a voting Member of the Corporation shall have the right, for any proper purpose and at any reasonable time, on written demand stating the purpose thereof, to examine and make copies from the relevant books and
records of accounts, minutes, and records of Members of the Corporation. Upon the written request of any voting Member, the Corporation shall mail to such Member a copy of the most recent balance sheet and revenue and disbursement statement. If such request is received by the
Corporation before such financial statements are available for its last fiscal year, the Corporation shall mail such financial statements as soon as they become available. In any event, the financial statements must be mailed within four months after the close of the last fiscal
year. Additionally, balance sheets and revenue and disbursement statements shall be filed in the registered office of the Corporation, shall be kept for at least five years, and shall be subject to inspection during business hours by any voting Member, in person or by agent, upon
such voting Member's written request and at a prearranged time with any Corporate member who has authority to access the corporate office.