ARTICLE VI

BOARD OF DIRECTORS

 

6.1       Number and Powers.  All powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, the Board of Directors.  The terms shall be staggered, with approximately one-third (1/3) of the Directors being elected in each year.  The Board of Directors shall consist of Regular members, who shall be active Regular members in good standing and shall be elected at an annual membership meeting, or at a special meeting of the Regular members held for the purpose of election.  The Board of Directors shall determine, from time to time, the number of Directors of this Association, but the number shall not exceed 13.

 

The term of office for Directors shall be three years, or until their successors are elected and qualified, except that at the first annual meeting, all Directors shall be elected for terms of one, two or three years.  Directors appointed by the Board shall serve the unexpired term of the Board member being replaced. The Immediate Past President will serve for one year.

 

6.2       Change of Number.  The number of Directors may be increased or decreased by the Regular members at any Annual or Special meeting.

 

 

6.3       Removal of Directors:  At a meeting of the Regular members called expressly for that purpose, any or all Directors may be removed by an affirmative vote of the majority 2/3 of the Regular members of the Association.  A Director may also be removed by resignation, death, incapacity, or in accordance with the laws of the State of Maryland.  In the event a Director is removed, a new Director shall be appointed by the remaining Directors to fill the removed director’s remaining term of office, at which time the new Director will run for reelection.  In the event there are no remaining Directors, the President of the Association will conduct an election of Directors.

 

6.4       Eligibility to Serve as Director.  To be eligible to serve as a Director, a person, or such person’s business, must be a Regular Member of the Association in Good Standing.

 

6.5       Quorum.  A majority of the entire Board of Directors shall be necessary at all meetings to constitute a Quorum for the transaction of business.

 

6.6       Adjournment and Voting

 

a.         A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any board meeting, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.  However, if the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place shall be given to the Directors who were not present at the time of the adjournment.

 

b.         The act of the majority of the Directors present at a Board meeting at which there is a quorum shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these Bylaws.

 

c.         Substitution of Director:  In the event a Director cannot be present at a regular or special meeting of the Board, the Director, may, provided that the Director provides written notice to the Executive Director, send a substitute of the Director’s own choosing. The substitute shall be permitted to serve in his/her stead at the meeting and shall have the right to vote and participate in all Board business as if the original Director were present.

 

6.7       Waiver of Notice.  Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  A waiver of notice signed by the Director or Directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

 

6.8       Registering Dissent.  A Director who is present at a meeting of the Board of Directors at which action on a matter is taken shall be presumed to have assented to such action, unless his/her dissent shall be entered in the Minutes of the meeting, or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Treasurer of the Association immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Director who voted in favor of such action.

 

6.9       Executive and Other Committees.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an Executive Committee, and one or more other standing or special committees.  The Executive Committee shall consist of the elected officers and two members from the Board as appointed by the President.

 

6.10    The Executive Committee shall act on behalf of the Board of Directors between meetings on matters requiring immediate attention or urgent dispatch. The Executive Committee shall have and may exercise all of the authority of the Board of Directors, and other standing or special committees may be invested with such powers, subject to such conditions as the Board of Directors shall see fit; provided that, notwithstanding the above, no committee of the Board of Directors shall have the authority to: (1) fill vacancies on the Board of Directors or any committee thereof; (2) amend the Bylaws; (3) approve a plan of merger or consolidation requiring Regular member approval; (4) appoint other committees of the Board of Directors, or the members thereof; (5) amend the Articles of Incorporation; and (6) approve any action for which these Bylaws or the law requires approval of the Regular members.

 

6.11    Finance Committee: The Finance Committee shall periodically review the investments of the Association to secure a performance consistent with investment policies approved by the Board of Directors.  It shall also review and re-evaluate periodically the Association’s dues structure and other budgetary matters.  The Treasurer shall serve as the Finance Committee Chairman.

 

6.12    Nominating Committee: The purpose of the Nominating Committee shall be to gather nominations for officers and directors.

 

6.12(a) Composition: At least 90 days prior to each annual meeting, the President shall appoint a Nominating Committee of five members including the Immediate Past President who shall serve as the chairman.  The Immediate Past President shall vote only to break a tie. In selecting the Nominating Committee, the President shall attempt to include a member from each of the Association’s designated regions, from names submitted by the regional members.  The names of those nominees selected by the individual regions must be accepted by the Nominating Committee and placed on the official slate.

 

6.12(b) To maintain continuity within the organization, it is expected that the Treasurer will be nominated as Vice President and the Vice President will ascend to Presidency.

 

6.13    Committees: By adoption of these bylaws, the Board of Directors shall appoint designees of members in good standing to serve on committees established for the joint activities of the Association in a relationship proportional with the contributions of the local geographic areas served by the Association (i.e., Washington, Baltimore, Cumberland, Richmond, Norfolk, and Roanoke).

 

6.13(a)-Local Committees: Each geographical area shall retain the rights to continue existing committees in the same manner established, and these committees will be recognized and supported by the Board of Directors of the Association.

 

6.14    Remuneration.  No stated salary shall be paid to Directors, as such for their service, but by resolution of the Board of Directors, a fixed sum and expenses may be allowed for attendance at each regular or special meeting of such Board of Directors; provided that nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation there for.  Members of standing or special committees may be allowed like reimbursement for attending committee meetings.

 

6.15    Regular Meetings

 

Regular meetings of the Board of Directors or any committee shall be held at the Association office, or at such other place as the Board of Directors or such committee, as the case may be, may from time to time designate.

 

Written notice of the date, time and place of all meetings of the Board of Directors or any committee shall be given at least ten (10) days prior to the meeting.  Written notice and confirmation will be in the form of letter, fax, or email.

 

6.16    Special Meetings

 

a.         Special Meetings of the Board of Directors may be called at any time by the President or by any two (2) Directors, to be held at the registered office of the Association, or at such other place or places as the Board of Directors or the person or persons calling such meeting may from time to time designate.  Notice of all Special Meetings of the Board of Directors shall be sent to each Director not less than five (5) days prior to the meeting by written or printed letter or by facsimile (FAX).  The Notice of Special Meetings shall state the general nature of the business to be transacted at such a meeting.

 

b.         Special Meetings of any committee may be called at any time by such person or persons, and with such notice as shall be specified for such committee by the Board of Directors, or, in the absence of such specification, in the manner and with the notice required for Special Meetings of the Board of Directors.

 

6.17    Action of Directors Without Meeting.  Any action required or which may be taken at a meeting of the Directors, or of a committee thereof, may be taken without a meeting if a consent, in writing, setting forth the action so taken or to be taken shall be signed by all of the Directors, or all of the members of the committee, as the case may be, such consent shall have the same effect as a unanimous vote.

 

6.18    Action of Directors by Communication Equipment.  Any action required or which may be taken at a meeting of Directors, or of a committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

 

6.19    Duties of Directors.  A Director of the Association shall perform the duties of a Director, including the duties as a member of any committee of the Board of Directors upon which the Director may serve in good faith, in manner such Director believes to be in the best interests of the Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

 

In performing the duties of a Director, a Director shall be entitled to rely on the information, opinion, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

 

a.         One or more officers or employees of the Association whom the director believes to be reliable and competent in the matter presented.

 

b.         Counsel, public accountants, or other persons as to matters which the Director believes to be within such person’s professional or expert competence.

 

c.         A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committees the Director believes to merit confidence, so long as the Director acts in good faith and without knowledge that would cause such reliance to be unwarranted.

 

6.20    Limitation of Liability.  A Director who performs his or her duties in accordance with the standards set forth in Maryland statutes shall have no liability based upon any alleged failure to discharge his or her obligations as a Director.

 

6.21    Directors’ Conflicts of Interest

 

a.         A contract or other transaction between the Association and: (1) its Director or a member of the family of its Director; (2) a director of a related organization, or a member of the family of a director of a related organization; or (3) an organization in or of which the Association’s Director, or a member of the family of its Director, is a director, officer, or legal representative or has a material financial interest; is not void or voidable because the director or the other individual or organization are parties or because the director is present at the meeting of the Regular members or the Board or a committee at which the contract or transaction is authorized, approved, or ratified, if any one of the requirements of paragraph (b) is satisfied.

 

b.         A contract or transaction described in paragraph (a) is not void or voidable if:

 

(1)       the contract or transaction was, and the person asserting the validity of the contract or transaction has the burden of establishing that the contract or transaction was, fair and reasonable as to the Association when it was authorized, approved, or ratified; or

 

(2)       the material facts as to the contract or transaction related to the director’s interest are fully disclosed or known to the Regular members and the contract or transaction is approved in good faith by two-thirds of the Regular members entitled to vote, not counting any vote that the interested director might otherwise have, or the unanimous affirmative vote of all Regular members, whether or not entitled to vote;

 

(3)      the material facts as to the contract or transaction related to the director’s interest are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the Board or committee, not counting any vote that the interested Director might otherwise have, and not counting the director in determining the presence of a quorum.