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.
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.
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:
Section 2.13. Removal and Vacancies.
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.
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.
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.
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.
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.
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 individuals family member, or with another organization with which such individual or the individuals 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.
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