These sample bylaws govern the operation of Maryland exempt, non-stock corporation. Note that in addition to the [INSERTS] this sample includes a number of mandatory elections regarding governance of the corporation.
In general these elections are intended to reflect the least restrictive standards of governance permitted for a Maryland non-stock corporations including, but not limited to: (1) the number of trustees; (2) trustees constituting a quorum; number and notice of meetings; and (4) the size of the majority required to amend the bylaws.
This sample is provided for informational purposes only. It does not constitute legal advice. The specific provisions and elections found in this sample may be not be appropriate for your organization and may not reflect recent changes in law.
BYLAWS
of
[CORPORATE NAME]
ARTICLE I
Corporate Name
The name of the Corporation shall be [CORPORATE NAME] The Corporation shall be non-profit and shall issue no stock.
ARTICLE II
Corporate Purpose
The purposes for which this Corporation is organized and formed are:
[CORPORATE PURPOSE]
ARTICLE III
Corporate Offices
The principle offices of the Corporation shall be located at [CORPORATE OFFICES]. The resident agent for the Corporation shall be [RESIDENT AGENT], who resides at [STREET ADDRESS],[CITY], Maryland.
ARTICLE IV
Membership
A. Membership qualifications and classes may by established by the Board of Trustees from time to time.
B. Qualifications. The only qualification for membership in the Corporation shall be:
Completion of a membership application, and
Timely payment of dues as set forth in a dues schedule.
C. Dues. The Membership dues Schedule shall be approved by the Board of Trustees at the Annual Meeting of the Board.
D. Classes. The Board of Trustees may from time to time establish such classes or subdivisions of classes as they deem appropriate.
E. Voting Rights. Each member of the Corporation, regardless of membership class, shall be entitled to one vote per membership in any matter submitted for vote by the Membership. There shall be no proxy voting.
C. Term of Membership. Membership for each member shall commence upon qualification pursuant to Section B of this Article , and shall terminate automatically at the end of each corporate fiscal year, unless the Board of Trustees shall grant a "grace" period for purposes of membership renewal. Memberships in the Corporation are fully renewable pursuant to the policies established by the Board of Trustees of the Corporation. Memberships in the Corporation are fully renewable pursuant to the policies established by the Board of Trustees of the Corporation. Members may resign from membership upon written notification to the Secretary of the Corporation. All dues payments are non-refundable, and shall not be pro-rated. Membership in the Corporation is not transferable or assignable.
ARTICLE V
Meeting of the Members
A. Annual Meeting. An Annual Meeting shall be held by the Members at a time and place to be determined by the Board of Trustees, and shall be held for the purpose of electing a Board of Trustees and conducting such other business as may come before the membership.
B. Special Meeting. Special Meetings of the Membership ma be called by the President, the Board of Trustees, or not less than one-tenth of the members having voting rights, at a date, place, and time designated by the President or the Board of Trustees, as the case may be.
C. Notice of Meetings. Notice stating the place and time of any meeting of members shall be posted by the Secretary of the Corporation in th principle office of the Corporation and give not less than three (3) and no more than thirty (30) days before the date of such meeting. In such cases as required by law or by these same Bylaws, the Notice shall also either include an agenda for the meeting, or state its purpose.
D. Action by Members. Unless otherwise required by law, by the Corporate Charter, or by these same Bylaws, the membership of the Corporation shall act by simple majority of those present and entitled to vote at the any meeting.
E. Meeting Procedures. All meetings of the members and the Board of Trustees shall be governed by Robert's Rules of Order.
ARTICLE VI
Board of Trustees
A. In General. The affairs of the Corporation shall be managed by its Board of Trustees.
B. Number, Qualification, Tenure.
Number. The number of members of the Board of Trustees of the Corporation may vary from time to time, but in no event shall there be fewer than three (3) trustees.
Qualification. All Trustees must be members of the Corporation on or before the time of the first meeting which they attend.
Tenure.
(a) In general, election of the Board of Trustees shall be by the Membership at its Annual Meeting of the Members. Trustees shall serve a term commencing at their election, continuing for three years, and terminating upon the election of their successors at an Annual Meeting of the Members.
(b) In the event that a Trustee shall be elected fill an unexpired term, then his or her term shall terminate at the termination of said unexpired term., regardless of the date of his or her actual election.
(c) From time to time and as vacancies on the Board occur, Trustees may be elected to the Board at times other than the Annual Meeting, in which case their election shall be by vote of the Board of Trustees acting on behalf of the Membership. If elected to the Board prior to December 1 of a fiscal year, the term of that newly elected Trustee, for the limited purpose of establishing his or her tenure only, shall be deemed to have commenced at annual Meeting immediately prior to his or her election. In the event that such election shall be after December 1 of the fiscal year, then, for the limited purpose of establishing his or her tenure only, his or her term shall be deemed to have commenced with the next Annual Meeting immediately following his or her election.
C. Regular Meetings. The Board of Trustees may, by Board Resolution, convene a Regular Meeting at any time or place it deems appropriate with such Resolution being sufficient notice for the Regular Meeting.
D. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President, or at the request of any three (3) Trustees, and shall be held at such time and place as set forth in the request. Notice of any Special meeting must be given to each Trustee no less than three (3) days before the date of the proposed Special meeting, and must include either an agenda or a statement of the purpose of the Special Meeting.
E. Actions. The Board of Trustees may act only at a meeting at which a quorum is present. A quorum shall have been established when at least one-third (1/3) of the elected Trustees are present. Unless required otherwise by law or by the Bylaws, all actions shall be taken only pursuant to resolution adopted by a majority for the Trustees present at a meeting for which a quorum has been established.
F. Vacancies. Any vacancies occurring on the Board of Trustees, and any Trusteeships to be filled by reason of an expansion of the Board of Trustees shall be filled by the Board of Trustees, The term of the Trustee so appointed shall be the unexpired term.
G. Compensation. No Trustee shall receive any salary for his or her services in his or her capacity as a Trustee.
H. No Profit. The Board of Trustees shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any private individual.
I. Contribution. The Board of Trustees may establish, from time to time, the level of financial contribution to be required of Board members.
J. Liability and Indemnification. No Board member shall be held liable for actions taken by him or her, or by the Board of Trustees during his or her term of service, for any of his or her actions (and/or the consequences thereof) taken in his or her capacity as a member of the Board of Trustees. In the event that any Board member nevertheless shall be held liable for any such actions or their consequences, he or she shall be fully indemnified by the Corporation for any and all costs, fees, settlements, judgments, and any and all other expenses pertaining thereto, including legal fees and costs.
ARTICLE VII
Officers
A. Officers, Powers and Duties. The Officers of the Corporation shall be a President, Treasurer, Secretary and such other Officers as the Board of Trustees may from time to time designate. The Officers shall have such powers, duties and responsibilities as the Board shall determine. Only one office may be held by any one person.
B. Qualifications, Election and Term. The officers of the Corporation shall be elected annually at the Annual Meeting. All officers shall be elected to serve one-year terms, and shall hold office until their successors shall have been elected, except in the case of death, resignation, or removal as provided for in these Bylaws. Terms will coincide with the Corporation's fiscal year.
C. Resignation, Removal and Vacancies. Any Officer may resign at any time upon written notice to the Secretary of President of the Corporation. Any Officer may be removed at any time by majority of the Board of Trustees upon their determination that such removal would best serve the interests of the Corporation. Any vacancies among the Officers of the corporation, regardless of the reason therefore, may be filled by the vote of a majority of the Trustees for the unexpired portion of the term.
D. Executive Committee. The principal Officers of the Corporation shall constitute the Executive Committee. The President shall have discretionary authority to appoint one "at large" member of the Board to the Executive Committee, from time to time. The Executive Committee shall have such powers and duties as the Board of Trustees shall determine from time to time. The Executive Committee shall, during intervals between meetings of the Board, exercise all the powers of the board, including emergency powers, except as otherwise provided by law, by the Corporate Charter, by these Bylaws or by resolution of the Board. The presence of majority of the members of the Executive Committee then serving in office, either in person at a meeting or in a telephone conference call, shall be necessary and sufficient to constitute a quorum, and the act of the majority of the members of the Executive Committee. Taken at such a meeting, or during such a conference call, at which a quorum shall be present. Shall be the acts of the entire Executive Committee. The Committee shall keep full and fair records of all of its meetings and actions. All actions of the Executive Committee shall be reported to the Board at its next meeting, and shall be subject to Board approval.
ARTICLE VIII
Committees
A. Standing Committees. The Corporation shall have the following standing committees:
Nominating Committee;
B. Other Committees. The Board , from time to time , may establish such other committees as it may deem necessary and appropriate to further the purposes of the Corporation.
C. Meetings. Unless otherwise provided for in these Bylaws, each committee shall establish its own meeting schedule. A majority of the members of the committee shall constitute a quorum, and the actions of any committee at a meeting at which a quorum shall be present shall be deemed to be an action of that committee.
ARTICLE IX
Contracts, Checks, Deposits and Gifts
A. Contracts. The Board of Trustees may authorize any Member to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances.
B. Checks, Drafts or Orders. All checks, drafts, or orders for the payment of monies, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer of the Corporation. The Board of Trustees may from time to time designate another or additional Officers to sign such instruments.
C. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select.D. Gifts. The Board of Trustees may accept on behalf of the Corporation any gift, bequest, or devise for any purpose of the Corporation.
ARTICLE X
Records and Accounts
A. General. The Treasurer of the Corporation shall prepare and maintain a complete set of records and accounts, and the same shall be kept at the principle office of the Corporatin, and shall be available for inspection by any member of the Corporation, or his or her agent or attorney, during normal business hours and without requirement for wither cause of notice for such inspection.
B. Audit. The Board of Trustees may cause the records and accounts and all relevant books of the Corporation to be audited annually.
C. Minutes and Other Documents. The Secretary of the Corporation shall be charged with preparing or causing to be prepared minutes of all meetings of the Membership, the Board of Trustees, and the Executive Committee of the Corporation. The Secretary shall further assemble and maintain all other significant documents of the Corporation, including but not limited to copies of the Articles of Incorporation and Bylaws, Membership Records, records of gifts made to the Corporation , and such other significant documentation as the Board of Trustees shall determine. These documents shall be maintained at the principle office of the Corporation , and shall be available for inspection by any member of the Corporation, or his or her agent or attorney, during normal business hours and without requirement for either cause or notice for such inspection.
ARTICLE XI
Fiscal Year
The fiscal year of the Corporation shall end on the last day of December of each year.
ARTICLE XII
Dues
The Board of Trustees shall establish and approve, at their Annual Meeting, a schedule of dues payable for membership in the Corporation, and shall give to the Members such notice thereof as the Trustees shall deem appropriate. All dues shall be non-refundable and shall be payable annually and in advance.
ARTICLE XIII
Seal
The Corporation shall not have a Corporate seal.
ARTICLE XIV
Amendment
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority of the Trustees at any Meeting of the Board of Trustees of the Corporation , or by a majority of all of the Members present and eligible to vote at any Meeting of the Members of the Corporation. For purposes of the Article only, an notwithstanding any provisions elsewhere herein contained to the contrary, a quorum consisting of a majority of all Members eligible to vote shall be required at any meeting at which the Members of the Corporation consider an amendment of the Bylaws by the Members. A petition to amend the Bylaws, when signed by no less than one-third of the Members of the Corporation and submitted to the Secretary shall be promptly considered at the next meeting of the Board.
TO WIT:
We, the undersigned president and Secretary of the [CORPORATE NAME] each do herewith and hereby certify and affirm, under penalty of perjury, that, t the best of our knowledge, information and belief, the foregoing Bylaws of the Corporation were duly considered, approved, and adopted, upon Motion duly made and seconded, by a majority of the members of the Board of Trustees of the Corporation at the Meeting of said Board, at which meeting a quorum was present, on the 3rd day of May, 2003 and do so indicate by signatures affixed hereto.
__________________________________ _____________ _____, 20___
[PRESIDENT], President
__________________________________ _____________ _____, 20___
[SECRETARTY] , Secretary
[CORPORATE NAME] Bylaws
Adopted this ___ day of ______________, 20___