MSPCA Bylaws
Article 1. NAME AND PURPOSES:
NAME AND PURPOSES: The name and purposes of the Association are set forth in the
Articles of Incorporation.
Article 2. PRINCIPAL OFFICE OF THE ASSOCIATION:
2. PRINCIPAL OFFICE OF THE ASSOCIATION: The principal office of the Association
shall be a street address designated by the Board of Directors (the “Board”) of the
Association.
2.1. TERRITORIAL LIMITS: The territorial limits of the Association shall be confined
to the State of Maryland.
Article 3. MEMBERSHIP:
3. MEMBERSHIP:
3.1. Members of the Association: The members of the Board of Directors of the
Association (“Directors”) shall constitute the “members” of the Association
(“Members”) for the purposes of Title 5, Subtitle 2 of the Corporations and
Associations Article of the Annotated Code of Maryland (the “Code”).
3.2. Other Membership: Nothing in this Section 3 shall be construed as limiting the rights
of the Association to create one or more classes of members that have no voting
rights with respect to the Association or its governance and shall not be deemed to be
“members” of the Association for purposes of the Code. No such reference to these
persons as “members” shall make anyone a member within the meaning of the Code.
If offered to such people, these persons may originate and take part in the discussion
of any subject that may properly come before any meeting of the Board, but these
persons do not and cannot vote.
3.2.1. These members shall be individuals or organizations who support the mission
and purposes of the Association, apply for membership in the Association, are
approved for membership, and timely pay the dues established by the
Association. The Board shall have the right to deny or terminate the
membership of any individual or organization, or to deny access to or
participation in the programs or services of the Association, if such individual
or organization fails to meet the qualifications for membership or engages in
activities that are contrary to the interests of the Association.
Article 4. BOARD OF DIRECTORS:
4. BOARD OF DIRECTORS:
4.1. Role/Number: The business and affairs of the Association shall be governed by a
Board, which shall be composed of no more than fifteen (15) persons and no fewer
than three (3) persons.
4.2. Composition: At all times, the Board shall be composed of persons dedicated to the
mission of the Association, possessing the skills to govern the Association, and
inclusive of the diversity of the community being served, taking into account race,
gender identity, sexual orientation, economic status, age, subject matter expertise, and
other factors.
4.3. Election/Vacancies: At each Annual Meeting of the Board, Directors to serve for the
ensuing term shall be elected by the Directors whose terms have not expired.
Vacancies occurring between Annual Meetings may be filled for the balance of the
term through election by the remaining Directors. Directors and potential Directors
must be active members of the Association.
4.4. Term: Each Director shall hold office for a term of two (2) years or until the Annual
Meeting is held. No person shall serve more than three (3) consecutive full terms on
the Board, except that, upon approval by the Board, a Director may extend their term
for one (1) year to serve as immediate past president or immediate past treasurer. An
Officer can extend their term as a Director to complete the second (2nd) year of a two
(2)-year Officer term. Directors may be elected for less than a full two (2)-year term
for the purpose of filling vacancies or staggering terms of office. Persons serving an
initial term of less than two (2) years may serve for three (3) additional two (2)-year
terms. After serving the maximum time allowed, a person may again be nominated
for Board membership after being off the Board for one (1) year. Directors may not
serve perpetually.
4.5. Removal: Any Director may be removed from office, with or without the assignment
of any cause, by a vote of the majority of the Directors in office. A vote for removal
may occur at any meeting of the Board convened in compliance with these Bylaws,
provided that written notice of the intention to consider removal of such Director has
been included in the notice of the meeting. No Director shall be removed without
having the opportunity to be heard at such meeting, but no formal hearing procedure
need be followed.
4.6. Employment: If an individual is employed by the Association, then that individual or
any member of that individual’s immediate family (parent, grandparent, child,
grandchild, sibling, spouse, domestic partner) is disqualified from serving on or
election to the Board, unless the Board evaluates the situation, which may involve a
conflict of interest, and determines that it is in the best interest of the Association for
that individual to continue serving on or be elected to the Board. If the Board
determines this, and the person is employed by the Association, then that person will
serve in a non-voting capacity.
4.7. Resignation: A Director may resign by submitting a written resignation to the
President or Secretary. Failure to attend at least three fourths (3/4) of the meetings or
two (2) consecutive meetings of the Board in a twelve (12)-month period without
excuse will constitute an automatic resignation from the Board.
4.8. Compensation: The Directors shall serve without compensation. Directors may be
reimbursed for preapproved expenses reasonably incurred on behalf of the
Association. Nothing in this paragraph is intended to preclude a Director from
receiving compensation for his/her service to the Association in some other capacity,
provided the transaction is consistent with the Association’s conflict of interest policy
and these Bylaws.
Article 5. OFFICERS OF THE BOARD:
5. OFFICERS OF THE BOARD:
5.1. Election/Vacancies: The Officers shall consist of President, Executive Vice
President, Secretary, Treasurer, and such additional vice presidents, assistant
secretaries, or assistant treasurers as the Board may appoint from time to time. The
Officers shall be elected by the Board from among the Directors at the first (1st)
meeting of the Board following the Annual Meeting of the Association. Any vacancy
occurring in any office, for whatever reason, shall be filled by the Board. Any
Officer so elected shall fulfill the term of that Officer’s predecessor.
5.2. Term: Officers shall serve a term of two (2) years. No Officer shall serve more than
three (3) consecutive terms in the same office. Officers may not serve perpetually.
5.3. Removal: Any Officer may be removed from office and Board service, with or
without the assignment of any cause, by a vote of two thirds (2/3) of the Directors in
office. A vote for removal may occur at any meeting of the Board convened in
compliance with these Bylaws, provided that written notice of the intention to
consider removal of such Officer has been included in the notice of the meeting. No
Officer shall be removed without having the opportunity to be heard at such meeting,
but no formal hearing procedure need be followed.
5.4. Resignation: An Officer may resign by submitting a written resignation to the
President or Secretary. Resignation as an Officer does not constitute resignation from
the Board.
5.5. Authority and Duties: The Officers shall have the authority and responsibility
delegated by the Board as follows:
5.5.1. President. The President shall preside at and conduct all meetings of the
Board and of the Executive Committee. The President may sign all contracts
and agreements in the name of the Association after they have been approved
by the Board, serve as the representative of the Association in meetings and
discussions with other corporations and agencies, and otherwise perform all of
the duties that are ordinarily the function of the office, or that are assigned by
the Board.
5.5.2. Executive Vice President. The Vice President shall perform the duties of the
President if the President is unable to do so or is absent, perform such other
tasks as may be assigned by the Board, and at the request of the President,
assist in the performance of the duties of the President.
5.5.3. Secretary. The Secretary shall ensure accurate records and minutes of all
meetings of the Association are maintained, make minutes of the previous
meeting available and distribute them to the Board in advance of each
meeting, cause to be delivered all notices of meetings to those persons entitled
to vote at such meeting, and maintain the minutes and a current listing, with
contact information, of the Directors and Members at the principal office of
the Association.
5.5.4. Treasurer. The Treasurer shall ensure there is timely and adequate
management of financial resources and reporting to enable the Board to
monitor the Association’s financial resources. The Treasurer shall advise the Board of any significant financial matters that require action by the Board and
present an annual budget for review and approval by the Board. If required or
advisable, the Treasurer shall ensure that the Board engages a qualified
auditor for an annual examination of the financial statements. The Treasurer
shall serve as a member of the Finance Committee and may serve as this
committee’s chair.
5.5.5. Other Officers. Other Officers appointed by the Board shall perform such
duties as may be specified in writing by the Board or by Officers given
authority over them.
Article 6. BOARD MEETINGS:
6. BOARD MEETINGS:
6.1. Annual Meeting: The Annual Meeting of the Corporation shall be held during the
month of December unless otherwise determined by the Board.
6.2. Regular Board Meetings: Regular meetings of the Board shall be held at least six (6)
times a year, minimally every other month, and may be scheduled more often by the
President.
6.3. Special Meetings: Special meetings of the Board shall be held at any time and at any
place when called by the President or by at least three (3) Directors or twenty-five
percent (25%) of the Directors, whichever is greater. Business transacted at special
meetings shall be confined to the purposes of the meeting stated in the notice of the
meeting.
6.4. Notice of Meetings: Notice of regular Board meetings shall be in writing and
delivered at least ten (10) days before the day of the meeting to all Board members.
Notices of special meetings shall state that it is a special meeting being called and
may be given orally or in writing at least forty-eight (48) hours prior to the meeting
time. Written notice of meetings may be delivered by electronic transmission.
Failure of any member to respond to a notice shall not invalidate the meeting or any
action taken at the meeting.
6.5. Executive Session: At any meeting of the Board, where a quorum is present, the
Board may, by a majority vote, decide to enter an executive session where only
voting Directors and other persons invited by the Board may be present. The decision
to enter executive session shall be recorded in the minutes and actions taken may be
recorded in the minutes. The Board may schedule an executive session as a routine
agenda item if preferred. Executive session minutes may be kept separately and
confidentially and need not include the discussion, only actions taken.
6.6. Quorum: At meetings of the Board, a quorum shall consist of a simple majority or
fifty percent (50%) plus one (1) of the Directors then serving, present and in person,
including as defined in Section 6.8 below.
6.7. Voting: Except as otherwise provided in these Bylaws, decisions of the Board shall
be by vote of a simple majority or fifty percent (50%) plus one (1) of those present
and in person at any meeting that has met quorum, but not less than one third (1/3) of
the Directors then serving. Each Director shall have one vote. Directors may vote
only in person or as defined in Section 6.8 below. There shall be no proxy voting (Board members may not delegate their voting power to a representative to enable a
vote in the Director’s absence).
6.8. Telephone and Electronic Participation: Directors may participate in Board meetings
and vote on matters discussed therein via conference telephone or similar
communications equipment where all persons participating in such meeting can hear
or communicate with each other at the same time. Participation by such means shall
constitute in person presence of the Director at the meeting.
6.9. Action without Meeting: Any action that may be properly taken by the Board
assembled in a meeting may also be taken without a meeting if unanimous consent in
writing setting forth the action taken is signed by all the Directors entitled to vote
with respect to the action. Such consent shall have the same force and effect as a vote
of the Directors assembled and shall be filed with the minutes.
Article 7. COMMITTEES:
7. COMMITTEES:
7.1. Creation and Powers: The Board, by resolution adopted by a majority of the
Directors present at a meeting where there is quorum, may designate one or more
committees. Committees may be formed on an ad hoc basis or may be a standing
committee as provided in the resolution. All committees will have written
expectations. Each committee shall exercise the authority of the Board to the extent
authorized by the Board. However, a committee may not by itself:
7.1.1. Approve an action that requires full Board approval by law;
7.1.2. Fill vacancies on the Board or any of its committees;
7.1.3. Amend the Articles of Incorporation;
7.1.4. Adopt, amend, or repeal the Bylaws;
7.1.5. Approve a plan of merger, consolidation, or dissolution, or transfer of assets
of the Association;
7.1.6. Employ or discharge anyone from employment with the Association;
7.1.7. Enter into any agreement, contract, or obligation on behalf of the Association;
and
7.1.8. Portray themselves as representing the Association.
7.2. Appointments: The President shall appoint the members and the committee chair of
all committees. All such appointments must be approved by the Board either prior to
the appointment or be ratified at the next Board meeting. The President may appoint
to a committee persons who are not Directors of the Association. All committees
created by the Board shall be chaired by a member of the Board or, in the case of cochairs,
at least one chair must be a member of the Board, unless otherwise specified
herein. The President shall serve as a voting ex officio member of all committees
except the Nominating Committee.
7.3. Minutes: Committee minutes must be kept and record the date and meeting agenda,
those in attendance, and any action taken by the committee. Minutes must be shared
with the Board and must become part of the corporate record.
Article 8. APPOINTED OFFICERS AND STAFF:
8. APPOINTED OFFICERS AND STAFF: The Board may appoint a chief executive officer
(Executive Director), with a title appropriate to the functions of the position.
8.1. The Board may delegate duties and customary authority to the chief executive officer,
who in turn may delegate duties to subordinate staff of the Association. The duties
and authority delegated shall be expressed in written job descriptions.
8.2. The chief executive officer shall be subject to hire and termination by the Board. For
other appointed staff, the chief executive officer shall propose to the Board any hiring
or termination candidates, to be approved by majority vote of the Board.
8.3. Except when the Board is meeting in executive session, the chief executive officer
shall attend and participate in meetings of the Board and of committees as staff to the
Board and the committees but shall not be entitled to a vote nor count toward quorum.
Article 9. CONFLICT OF INTEREST:
9. CONFLICT OF INTEREST: The Board shall adopt a conflict of interest policy that covers
Board members, staff, and volunteers with significant decision-making authority with
respect to the resources of the Association.
Article 10. INSURANCE:
10. INSURANCE: The Board shall evaluate the Association’s needs for insurance coverage as
appropriate for its activities, including, but not limited to, general liability insurance and
directors and officers liability insurance.
Article 11. INDEMNIFICATION:
11. INDEMNIFICATION: Except where intentional misconduct or gross negligence can be
demonstrated, the Association shall indemnify its Directors and Officers to the fullest extent
permitted by state and federal law, including the payment of related legal expenses by, at a
minimum, purchasing insurance.
Article 12. EXONERATION:
12. EXONERATION: To the fullest extent permitted by state or federal statutory or decisional
law, no Director or Officer of this Association shall be personally liable to the Association or
its members for damages, except where willful criminal conduct or gross negligence can be
demonstrated. Board members shall not be automatically exonerated in the case of
intentional misconduct. No amendment of the Articles of Incorporation or repeal of any of
its provisions shall limit or eliminate the benefits provided to Directors and Officers under
this provision with respect to any act or omission which occurred prior to such amendment
or repeal.
Article 13. EXONERATION:
13. CORPORATE RECORDS: The Association shall keep correct, complete books and records
of account and shall also keep minutes of the proceedings of the Board and all committees.
At a minimum, the Association shall keep at the principal office of the Association a record
of the names and addresses of the Directors and Members as well as its Articles of
Incorporation, Bylaws, and Board approved policies. Additionally, the Association should
keep a copy of its records in the Association’s electronic files. The Association shall make
available to the public its application to the IRS for tax exempt status, its IRS determination
letter, and its three (3) most recently filed IRS Form 990s. The Association shall, upon
written request by a Member, make available to that Member these Bylaws, the minutes of
Member meetings, and any annual statements within seven (7) days of request. Upon
written request, all books and records of the Association may be inspected by any Director
within three (3) business days, provided the request is made in good faith and with a lawful
purpose.
Article 14. SIGNATURE AUTHORITY:
14. SIGNATURE AUTHORITY: All checks, notes, acceptances, and orders for payment of
money shall be signed by any individual authorized by the Board as described in the
Association’s financial policies. All contracts, leases, and deeds of any kind shall be signed
by the President or any other agent of the Association designated by the Board.
15. ACCOUNTING YEAR:
15. ACCOUNTING YEAR: January 1st to December 31st.
16. AMENDMENTS:
16. AMENDMENTS: These Bylaws or Articles of Incorporation may be amended by a two
thirds (2/3) vote of the Directors present and entitled to vote at a meeting where a quorum is
present. Any proposed amendments must be submitted to the Directors in writing with
written notice of the meeting to decide on the proposed amendments at least ten (10) days
prior to the meeting date.
17. NON-DISCRIMINATION:
17. NON-DISCRIMINATION: The Association shall not discriminate against any person based on age, marital status, family status, sex (including pregnancy, childbirth, and related medical conditions), race, color, ancestry or national origin, citizenship status, ethnicity, sexual orientation, gender identity, disability: physical or mental, genetic information, or political or religious opinion or affiliation in any of its policies, procedures, or practices.
The Association shall adopt a grievance procedure to address allegations of discrimination.
18. DISSOLUTION:
18. DISSOLUTION: To dissolve the Association, the entire Board must adopt a resolution by majority vote that declares that the dissolution of the Association is advisable and direct that the proposed dissolution be submitted for consideration at a regular meeting or a special meeting of the Board. Written notice for the meeting must be delivered at least thirty (30) days before the meeting and state that the purpose of the meeting is to act on a proposed dissolution of the Association. The proposed dissolution must be approved by two-thirds (2/3) of the Directors entitled to vote on the dissolution. The Board shall dispose of all the net assets of the Association consistent with its Articles of Incorporation.
