ARTICLE I
Offices

          The principal office of the corporation shall be located in Silver Spring, Maryland. The corporation may have such other offices, as it may from time to time require.

ARTICLE II
Directors

Section 2.1. General Powers.    The business and affairs of the corporation shall be controlled and conducted by a Board of Directors.

Section 2.2. Number and Tenure of Directors.   The number of Directors shall be three (3).  [The number of directors is to be increased at a future Directors meeting.  tjf]  Each Director shall serve a term, not to exceed three years, set by the Board of Directors at the time of election of the Director to the Board; if no term is specified for a Director, the Director's term shall end on the day before the annual meeting following the Director's election. A Director's term shall end at the end of the period set by the Board of Directors and the Director shall not hold over in office until a successor is elected. A Director may be re-elected.

Section 2.3. Annual Meeting.   An annual meeting of the Board of Directors shall be held on the last Saturday of January of each year for the purpose of electing officers and directors and for the transactions of such other business as shall come before the meeting. No notice of such meeting other than this By-Law shall be required. This meeting may be rescheduled by the Board of Directors, provided that at least four (4) weeks notice is provided to all Directors.

Section 2.4. Regular Meetings.   The Board of Directors may by resolution provide for regular meetings of the Board of Directors; no other notice shall be required for a regular meeting set by resolution. Regular meetings shall be held at the principal office of the corporation in Silver Spring, Maryland, or at such other place as the Directors shall designate.

Section 2.5. Special Meetings.   Special meetings of the Board may be called by the Chairman or by a simple majority of the directors currently serving. All special meetings shall be held in Silver Spring, Maryland, unless the Directors shall provide for the holding of such meeting at some other place.

Section 2.6. Notice of Special Meetings.   Notice of any special meeting shall be given by written notice delivered to a Director's record mailing address at least fourteen days prior. Such notice shall be deemed delivered when deposited in the United States mails, certified return receipt requested, in a sealed envelope, properly addressed with postage prepaid thereon. Notice of a special meeting shall include the time, date, location and purpose of the meeting, the person or persons who called the meeting, and the topics to be discussed or acted upon.

Section 2.7. Waiver of Notice.   Any Director may in writing waive notice of any meeting or the requirements with respect to the calling of meetings of Directors. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting and a waiver of all requirements concerning the calling of such meeting except where such Director attends such meeting for the express purpose of objecting to the transaction of any business because such meeting was not lawfully called or convened.

Section 2.8. Quorum.   A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting; provided that, if less than a majority of the Directors is present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 2.9. Manner of Acting.

(a) At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine; in the absence of an explicit or traditional Board policy as to a particular question, the Board shall follow Roberts Rules of Order.

(b) Except as otherwise established in these By-laws, the act of the majority of the Directors present at any meeting of the Directors at which a quorum is present shall be the act of the Board of Directors.

(c) Absent a vote to the contrary, the agenda for a meeting shall be set first by the Chairman, or, if a special meeting was called at the request of three or more Directors, by the Directors calling the meeting.

(d) A Director may vote on the Director's own election to, qualifications or disqualification for, maintenance of, or removal from the Board.

(e) Proxy votes, offered in writing by a Director who is unable to attend a meeting, may be counted for voting purposes (but not to constitute a quorum) if the proxy is in writing, signed by the Director who issued it, and states the term for which it is valid, the issues on which it is to be offered and the votes to be cast. General proxies or delegations of a Director's voting or other authority will not be recognized or counted to constitute a quorum or for voting.

(f) Discussion of pending debatable motions shall not be cut off (by calls for the question or otherwise) without an affirmative vote of two-thirds of the Directors then present.

(g) A Director has a right to bring a personal counsel into a Board of Directors meeting and to consult privately with personal counsel at any time during the meeting, provided, however, that the counsel to a Director must disclose prior to admission the terms of the lawyer's retention, including the scope of representation and whether the Director intends to request reimbursement for legal fees, and must agree that all matters discussed or overheard during the lawyer's presence are confidential and may not be used or revealed for any purpose without express written consent of the Board of Directors. No personal counsel may speak during a Board meeting.

(h) Board of Directors meetings may be tape- or video-recorded, and acceptance of a position or continuance as a Director is conclusive evidence of permission of the Director to such recordation and use of the recording under applicable laws. Such recordings, however, shall be used only for the purpose of creating and verifying that the minutes of such meeting are accurate, and such recordings may be destroyed after such minutes are accepted as accurate.

(i) Minutes of Board of Directors meetings shall be faithfully maintained, but shall not be deemed accurate evidence of actions taken at meetings unless and until they are adopted by the Board. Any Director contesting the validity of minutes may have statements or documentation recorded with or attached to the minutes concerning the accuracy of the minutes. Resolutions accepted that are not stated in toto in the minutes shall be appended to the minutes and no copy of the minutes shall be deemed complete unless the resolutions so appended are included in the copy.

(j) If a meeting of the Board of Directors is being held jointly with another meeting or event (such as, but not limited to, joint meetings of Boards of Directors of two or more corporations), actions pertaining to the corporation shall be clearly and separately stated in any motion intended to have an effect on the corporation, and shall be so recorded in the minutes of the meeting. Any action taken at a joint meeting which does not specifically state its applicability to the corporation may be ignored or considered inapplicable to the corporation unless and until the Board of Directors adopts or ratifies the action as applicable to the corporation. No person attending a joint meeting who is not a Director may be counted to determine a quorum nor may the person vote on any matter affecting the corporation.

(k) Executive sessions of the Board of Directors may be requested by any Director who wishes to discuss personnel or confidential matters, and may be held during any meeting at which a quorum is present if a majority of the Directors then present agree. Executive sessions normally shall include only Directors, the President or Executive Director (if any), and counsel to the organization (if any), although the Board may vote to permit any other persons to be present; provided, however, that executive sessions may be held with only Directors present. Votes on Directors' election to office, maintenance in office or removal from office shall not be taken in executive session. Minutes of executive sessions shall include only motions made and adopted without reference to Directors' individual actions, although Directors may attach any appropriate dissenting or explanatory statements to the minutes of an executive session.

Section 2.10. Participation in Meetings by Conference Telephone.   Members of the Board of Directors may participate in a meeting by conference telephone or similar communications equipment if all persons participating in the meeting can hear and be heard by each other, and such participation shall constitute presence in person at such meeting for all purposes.

Section 2.11. Acting Without a Meeting.   Any action which may be taken at a meeting of the Directors may be taken without a meeting, if all Directors consent in writing to the action.

Section 2.12. Powers.    The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the corporation, including without limiting the foregoing, the unqualified power:

(a) To remove any officer of the corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for a time;

(b) To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers and agents; and

(c) To adopt from time to time regulations, not inconsistent with these By-Laws, for the management of the corporation's business and affairs.

Section 2.13. Removal and Vacancies.

(a) A Director may be removed as a Director, with or without cause, prior to the expiration of the Director's term of office, at a special meeting called expressly for that purpose by an affirmative vote of two-thirds of the Directors then in office. No vote on removing a Director shall take place unless the notice of the meeting at which the vote to remove shall take place includes a statement of the intent to consider the removal and the Director to be removed is named in the statement. No vote on removing a Director shall take place until the Director who is proposed for removal has a reasonable opportunity to address the Board concerning the Director's removal; the reasons offered for removal (if any) and Director's response (if any) shall be recorded in the meeting minutes.

(b) In the event of a vacancy on the Board of Directors, a majority of the remaining Directors may fill such vacancy at any meeting. Any Director elected to fill a vacancy shall serve the unexpired term (if any) of the Director whose vacancy is being filled, or, in the absence of an unexpired term, the term set forth by the Board in the election of the Director. If no term is specified for a Director elected to fill a vacancy, the Director's term shall end the day before the annual meeting following the Director's election.

Section 2.14. Compensation.   Directors shall receive no compensation for their services as Directors, but the Board of Directors may by resolution provide for the payment of the reasonable expenses incurred by any Director in attending any annual, regular or special meeting. Directors may not receive loans from the corporation. No person entitled to be compensated for service as an officer of the corporation shall be denied such compensation solely on the ground that the person is also a Director.

Section 2.15. Resignation.   Any Director may resign at any time by giving written notice to the Board of Directors or to the Chairman or the Secretary of the corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective. In addition, any Director may resign during a validly-convened meeting at which a quorum is present by making an unambiguous oral statement of resignation; such statement shall be recorded verbatim in the minutes of the meeting and shall be effective immediately without acceptance by the Board of Directors.

Section 2.16. The Executive Committee.   The Chairman, Secretary and Treasurer shall constitute the Executive Committee. The Executive Committee shall be empowered to act on behalf of the corporation in emergencies where a meeting of the full Board of Directors is impractical. The Executive Committee shall not have the power to elect or remove Directors or officers, but may act to preserve or protect the corporation and its assets. Any meeting or action of the Executive Committee shall be fully and completely reported at the next meeting of the Board of Directors, and the Board may take such action as it feels necessary, including reversal of the action of the Executive Committee.

Section 2.17. The Finance Committee.   The Board may elect up to three Directors to serve as a Finance Committee, provided that one of the Directors selected shall be the Treasurer and the Chairman shall not serve on the Finance Committee. The Finance Committee shall oversee all administrative and financial reports, budgets, projections, and other financial matters for the corporation. The Finance Committee shall consult with any independent auditing firm retained to audit the organization and shall review any such auditing firm's recommendations. The Finance Committee shall meet at least once each year, and shall report to the Board of Directors at each regular and annual Board meeting.

ARTICLE III
Officers/Executive Director

Section 3.1. Number and Qualifications.   The officers of the corporation shall consist of a Chairman, a Secretary and a Treasurer. Only a Director may be elected to be an officer. The Chairman shall not simultaneously hold the offices of Secretary or Treasurer. The Board of Directors may by resolution create and fill other offices deemed necessary to carry on the affairs of the corporation.

Section 3.2. Election and Term of Office.   All officers shall be elected by the Board of Directors for such term, not to exceed one (1) year, as shall be determined by the Board of Directors. If no term is specified, each officer shall hold office from election until the next annual meeting of the Directors, provided, however, that any officer may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. No officer by reason of election for a specified term or otherwise shall have any vested or contractual right in and to office. The removal of any officer elected and serving pursuant to a valid contract of employment between such officer and the corporation shall not affect or impair the contractual rights (if any) of such officer. Nothing in this Section shall be construed as preventing the resignation of any officer at any time subject to any contractual liabilities thereby incurred. All vacancies created in any manner shall be filled by the Board of Directors at an annual, regular or special meeting. Officers can be re-elected.

Section 3.3. Authority and Powers.   All officers and agents of the corporation as between themselves and the corporation shall have such authority and perform such duties as may be provided for in the By-Laws or in the absence of such provision, as may be determined by the Board of Directors.

Section 3.4. The Chairman.

(a) The Chairman shall be the principal executive officer of the corporation and shall in general control, direct and conduct the business and affairs of the corporation.

(b) The Chairman shall have such specific powers and duties as shall be conferred and delegated from time to time by resolution of the Board of Directors. The Chairman shall have such powers over the administration of the corporation as shall be appropriate and necessary to execute the decisions of the Board of Directors, including, without limitation, the power to make ordinary personnel and management decisions on a day-to-day basis, the power to enter into contracts in the ordinary course of business affairs, and the power to represent the corporation to the media and in testimony.

(c) The Chairman shall, if present, preside at meetings of the Directors. The Chairman shall be entitled to exercise all rights and powers of a Director, including the rights to vote and offer motions, during meetings.

(d) Unless otherwise directed by the Board of Directors, the Chairman shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

(e) The Chairman shall chair the Executive Committee.

(f) The Chairman may be compensated for services performed on behalf of the corporation as Chairman. Compensation for the Chairman shall be agreed upon by the Board of Directors. The Chairman shall not be prevented from receiving a reasonable salary for the performance of necessary duties solely because the Chairman is also a Director.

Section 3.5. The President or Executive Director.   The Chairman may delegate any managerial or administrative tasks and responsibilities conferred on or delegated to the Chairman by the Board of Directors to a President or an Executive Director. The President or Executive Director shall be an employee of the corporation; terms of employment shall be agreed upon by the Board of Directors. The President or Executive Director may be a Director; no President or Executive Director shall be prevented from receiving a reasonable salary for the performance of necessary duties solely because the President or Executive Director is also a Director.

Section 3.6. The Secretary.   The Secretary shall be custodian of the books, records and corporate seal of the corporation. The Secretary shall, if present, keep accurate minutes of the meetings of the Directors. The Secretary shall perform all other duties incident to the office of Secretary and such duties as may be from time to time delegated by resolution of the Board of Directors.

Section 3.7. The Treasurer.   The Treasurer shall have charge, custody of and be responsible for all funds and securities of the corporation and shall receive and give receipts for monies due and payable to the corporation from any source whatsoever and shall deposit all such monies and funds of the corporation in accounts to be maintained in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IV of these By-Laws. The Treasurer shall perform all other duties incident to the office of Treasurer and such duties as may be from time to time delegated by resolution of the Board of Directors. In the absence of the Chairman, the Treasurer shall preside at meetings of the Board of Directors. The Treasurer shall chair the Finance Committee.

Section 3.8. Additional Officers.   In the event the Board of Directors shall create and fill additional offices, such officers shall perform such duties as shall be delegated to them by resolution of the Board of Directors.

Section 3.9. Salaries.    The salaries of the officers shall be fixed from time to time by the Board of Directors subject to the limitations of the Internal Revenue Code and other applicable laws. No officer shall be prevented from receiving such salary solely because the person is also a Director of the corporation.

ARTICLE IV
Contracts, Loans, Checks and Deposits

Section 4.1. Contracts.    The Board of Directors by resolution may authorize any officer or officers, agent or agents, to enter into contracts on behalf of the corporation or to execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. Except as limited in Section 4.2 of this Article, in the absence of such authorization, the Chairman shall have such authority with respect to the execution of contracts and the delivery of instruments as is incident to such office under the laws of the State of Maryland.

Section 4.2. Loans and Litigation.   Notwithstanding the provisions of Section 4.1 of this Article, no loan shall be contracted on behalf of the corporation, no litigation initiated by the corporation, and no evidences of indebtedness issued in its name unless authorized by resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

Section 4.3. Checks, Drafts, etc.   All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness, issued in the name of the corporation shall be signed by the Chairman or by such other officer or officers, agent or agents of the corporation as shall from time to time be determined by resolution of the Board of Directors.

Section 4.4. Funds.    All funds of the corporation not otherwise employed 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 Directors may by resolution determine.

Section 4.5. Ownership of Mailing List.   The corporation shall not enter into any contract which transfers ownership or an ownership interest in any part of its mailing list.

ARTICLE V
Miscellaneous

Section 5.1. Facsimile Signatures.   Facsimile signatures of any Director or officer of the corporation may be used whenever and as authorized by the Board of Directors.

Section 5.2. Corporate Seal.   The Board of Directors shall provide a suitable seal, containing the name of the corporation. The Secretary shall be in charge of the seal.

Section 5.3. Reliance Upon Books, Reports and Records.   Each Director and each officer of the corporation shall, in the performance of official duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 5.4. Calendar Year.   The year of the corporation shall terminate at the end of the business on the last day of December and the following year shall begin on the next day thereafter.

Section 5.5. Time Periods.   In applying any provision of these By-Laws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 5.6. Indemnification.

(a) Unless otherwise prohibited by law, the corporation shall indemnify any Director or officer, any former Director or officer, or any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, against any and all expenses and liabilities actually and necessarily incurred by or imposed on the person in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which the person may be or is made a party by reason of being or having been such Director or officer; provided, however, that there shall be no indemnification in relation to matters as to which the person shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the corporation for damages arising out of the person's own negligence or misconduct in the performance of a duty to the corporation.

(b) Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Director or officer. The corporation may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any Director or officer; provided, however, that such director or officer shall undertake to repay or to reimburse such expense if it should be ultimately determined that the person is not entitled to indemnification under this Article.

(c) The provisions of this section shall be applicable to claims, actions, suits, or proceedings made or commenced after January 1, 1993, whether arising from acts or omissions to act occurring before or after that date.

(d) The indemnification provided by this section shall not be deemed exclusive of any other rights to which such Director or officer may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the corporation to make any indemnification permitted by law.

(e) The Board of Directors may authorize the purchase of insurance on behalf of any Director, officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person's status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the corporation would have the power to indemnify the person against that liability under law.

(f) In no case, however, shall the corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended ("the Code"). Further, if at any time the corporation is deemed to be a private foundation within the meaning of ' 509 of the Code then, during such time, no payment shall be made under this section if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in ' 4941(d) or ' 4945(d), respectively, of the Code.

(g) If any part of this section shall be found in any action, suit, or proceeding to be invalid or ineffective, to the fullest extent possible, the validity and the effectiveness of the remaining parts shall not be affected.

Section 5.7. Avoidance of Excess Benefit Transactions.   The Board shall, by resolution, adopt a conflict of interest policy or other policy statement to minimize the possibility of engaging in an excess benefit transaction without overburdening the organization. Until and unless changed by the Board, the policy outlined on the attached compensation policy shall be the organization's current policy. (New/amended 09/21/00.)

Section 5.8. Independent Directors.   The majority of members on the board, and the majority of members on any committee, shall comprise independent directors. An independent director is a board member who is not a "disqualified person" (as described in IRS Publication 557 and Forms 990 and 4720) with respect to the Corporation, other than as a director, and has no family relationship with a disqualified person. An independent contractor who deals with the Corporation (other than de minimis or insignificant sums), or a person with a financial relationship (e.g., owner, employee) with respect to such an independent contractor. (New/amended 09/21/00.)

Section 5.9. Conflict of Interest.   If a director or officer has a financial interest conflicting with the interest of the Corporation in any matter (such as whether to enter into a contract or grant with such individual, the individual’s family member, or with another organization with which such individual or the individual’s family member has a financial relationship, such as a shareholder, partner, officer, or employee), then the individual must bring the conflict to the attention of the other directors and officers and refrain from participating or voting in any decision with respect to the matter.

ARTICLE VI
Amendments

          These By-Laws may be altered, amended or repealed, and new By-Laws may be adopted by a two-thirds vote of the Directors then present at any annual, regular or special meeting of the Directors.

          The foregoing By-Laws were adopted by the Directors on October 28, 1999.

          Amendments to these By-Laws, Sections 5.7, 5.8 and 5.9 were adopted by the Directors on September 21, 2000.

/S/signature and seal 9/21/00

Navigation Options:

RELOAD Adversity.Net Application

Close Frames, Return to HOME Page