Foundation’s Bylaws | Concerned Citizens for Restorative Justice

Proposed bylaws for corporation/foundation seeking input from those who have expressed an interest in being on the Board of Directors before filing, please pay critical.

ARTICLE I: Name, Location, and Offices
1. Name: The name of this corporation shall be “CONCERNED CITIZENS FOR RESTORATIVE JUSTICE FOUNDATION.”
2. Registered Office and Agent: The corporation shall maintain a registered office in the State of Maryland and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Maryland Nonprofit Corporation Code or any amended or successor statute governing the corporation.
3. Other Offices: The principal office of the corporation shall be located in the State of Maryland. The corporation may have other offices at such place or places, and may conduct its affairs, within or outside the State of Maryland, as the Board of Directors may determine from time to time, or as the affairs of the corporation may require or make desirable.
ARTICLE II: Purposes and Governing Instruments
1. Nonprofit Corporation: The corporation shall be organized and operated as a nonprofit corporation under the provisions defined for Maryland Charitable organizations (§6–101).
2. Charitable Purposes: The corporation is a voluntary association of individuals and organizations the purposes of which, as set forth in the articles of incorporation, are exclusively charitable within the meaning of section 501(c)(3) of the Internal Revenue Code. The corporation was organized, and at all times shall be operated, to promote preservation and restoration of the “CONCERNED CITIZENS FOR RESTORATIVE JUSTICE FOUNDATION” in Maryland and elsewhere, and to carry out such other charitable purposes as the Board of Directors shall determine in its discretion and as are not inconsistent with the articles of incorporation and these bylaws. In furtherance of such purposes, the corporation shall have full power and authority:
  1. To make distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code;
  2. To make distributions for other charitable purposes;
  3. To receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the governing instruments of the corporation, as the same shall be amended from time to time; and
  4. To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as determined by the Board of Directors in its discretion, to carry out any of the purposes of the corporation/foundation, as set forth in the articles of incorporation and these bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the Maryland charitable organization code (within and subject to the limitations of section 501(c)(3) of the Internal Revenue Code).
  5. The corporation/foundation shall serve only such purposes and functions and shall engage only in such activities as are consonant with the purposes set forth in this Article Two and as are exclusively charitable and are entitled to charitable status under section 501(c)(3) of the Internal Revenue Code.
3. Governing Instruments: The corporation shall be governed by its articles of incorporation and these bylaws.
ARTICLE III: Membership
1. Qualification of Members of the Chapter are members of the Foundation who reside in Maryland, the District of Columbia or Delaware, or members of the Foundation who reside elsewhere and elect to be members of the Maryland Chapter. Members will enjoy all privileges of both being a member and having membership in the Foundation. Membership dues shall be set by the Foundation, and a person will lose the privileges of being a Member if dues required by the Foundation are not paid within four (4) months of being due.
2. Voting Rights and Role in Governance: Each Member will be entitled to cast one vote in any election or other matter for which a vote of the membership is required. While retaining all duties and authority granted under applicable law or the articles of incorporation, the Board of Directors will seek when practicable and give due consideration to the views, advice, and counsel of the Members on all important questions of management, governance, and direction of the corporation/foundation.
3. Annual Membership Meeting and Election of Directors: The Board of Directors will convene an Annual Membership Meeting in the Fall at which the President will preside and present a recommended slate of Directors, a summary report regarding the state of the chapter, seek the advice and counsel of the Members on the business of the affairs of the corporation, and undertake such other activities as may properly come before the meeting. The Secretary of the corporation will send notice of the Annual Membership Meeting to all Members using the contact information available to the corporation at least (30) days in advance of the Annual Membership Meeting, which notice shall include a request for nominations for open Director positions which, absent good cause as determined in the discretion of the 3 President, will be included in the slate presented for election. The number of Director positions shall be set by vote of the Members present at the Annual Meeting (either physically or by electronic means) at a total equal at least to the larger of: (a) the number of Directors whose terms will not have expired following with Annual Meeting; or (b) three (3); and no more than the lesser of: (y) the number of Directors whose terms will not have expired following with Annual Meeting plus the number of nominated candidates presented for election; or (z) twenty one (13). Directors shall be elected by a majority of Members present at the Annual Meeting (either physically or by electronic means). The Annual Membership Meeting may be held at such locations or by such electronic means as allowed for a meeting of the Board of Directors under Article Five. A quorum of the Board of Directors will constitute a quorum of the Membership for purposes of all meetings of Members.
4. Equal Opportunity: The Maryland Chapter of the “CONCERNED CITIZENS FOR RESTORATIVE JUSTICE FOUNDATION.” does not discriminate on the basis of race, ethnicity, gender, sexual orientation, national origin, religion, marital status, genetic identification, political affiliation, or disability in any of the affairs of the organization.
ARTICLE IV: Board of Directors
1. Authority and Responsibility of the Board of Directors:
  1. The authority of the corporation/foundation and the governance and management of the affairs of the corporation/ Foundation shall be vested in the Board of Directors; and all the powers, duties, and functions of the corporation conferred by the articles of incorporation, these bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by or under the authority of the Board of Directors. The governing body of the corporation shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the management, affairs, and property of the corporation; shall determine its policies or changes therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, such rules and regulations for the conduct of its business and the business of the corporation as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however, shall any actions be taken that are inconsistent with the articles of incorporation, these bylaws, or applicable law and regulations.
  2. The Board of Directors shall not permit any part of the net earnings or capital of the corporation/ Foundation to inure to the private benefit of any member, trustee, officer, director, or other private person or individual.
  3. The Board of Directors may, from time to time, appoint, as advisors, persons whose advice, assistance, and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the corporation.
  4. The Board of Directors is authorized to employ or retain such person or persons, including an executive director or officer, attorneys, trustees, agents, and assistants, as in its judgment are necessary or desirable for the administration and management of the corporation, 4 and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.
2. Rights of Members: Membership shall entitle Member organizations and individuals to participate in the programs of the Corporation and Foundation with the rights and benefits that are accorded to Members from time to time. Members who are not recognized by the Internal Revenue Service as tax-exempt organizations under Code Section 501(a) shall not be qualified to be represented in Organization Seats on the Board of Directors.
3. Member Representatives: In the case of organization Members, the chief executive officer of each Member organization, or the chief executive officer’s designated representative, shall be the authorized Member representative. The designated Member representative may be changed at any time by written notice to the Corporation.
4. Annual Meeting of the Members: The annual meeting of Members shall be held each year at a place and on an hour and date fixed by the Board of Directors and upon not less than ten (30 him) days prior written notice; however, failure of notice to any Member shall not invalidate the meeting or any action taken thereat.
5. Special Meetings of the Members: Special meetings of the Members of the Corporation may be held at any time or place upon call by the Chair of the Board of Directors, or by Directors constituting a majority of the Board, and upon not less than ten (10) days written notice. The notice shall state the time and place of the meeting and the purpose or purposes for which the meeting is called.
6. Waiver of Notice: A Member may waive any notice requirement by signing a written waiver of notice and delivering it to the Corporation for inclusion in the minutes or filing with the corporate records. A Member organization representative or individual’s attendance at a meeting shall constitute waiver of notice unless he or she, at the beginning of the meeting, objects to holding the meeting or discussing business at the meeting.
7. Quorum for Member Meetings: A quorum for the transaction of business at the annual meeting of the Members and at any special meeting of Members shall consist of not less than ten percent (10%) of the Members of the Corporation, present and participating in person or by written proxy.
8. Proxy Voting: Members may cast their votes in person or by written proxy. In the case of organization Members, votes cast in person may be cast only by the designated representative of the Member organization. Votes cast by written proxy shall be cast in conformance with Maryland law regarding proxy voting. Member organizations and individuals represented at a meeting of Members by written proxies shall be counted in determining the presence of a quorum.
ARTICLE V: Board of Directors
1. Powers and Duties: The Board of Directors shall exercise all corporate powers and manage the business and affairs of the Corporation, except as otherwise provided by law, the him him him him him Corporation’s Articles of Incorporation, or these Bylaws. The duties of the Board of Directors in managing the Corporation shall include, but not be limited to, the following:
  1. To establish the mission, purposes, goals, and program priorities to be implemented by the Corporation’s President and staff, through a strategic planning process;
  2. To ensure that appropriate policies have been developed, adopted, and implemented by the Corporation to carry out its mission;
  3. To determine and set overall policy;
  4. To advocate the mission, values, accomplishments, and goals of the Corporation to the Members and to the public at large;
  5. To determine, monitor, and strengthen programs that are responsive to the needs of the Members and are central to the Corporation’s mission;
  6. To establish fiscal policy, including budget authorization and oversight;
  7. To develop adequate resources to ensure financial stability for the Corporation’s/Foundation’s activities including through direct and indirect financial contributions and a commitment to fundraising;
  8. To select, retain, support, evaluate the performance of, and discharge the President of the Corporation; and
  9. To recruit, elect, orient, and evaluate the Directors and Officers of the Board of Directors.
2. Election of Directors: Directors of the Corporation shall be elected by the Board of Directors at the Annual Meeting.
3. Number and Composition: The number of directors of the Corporation shall be not fewer than nine (5) nor more than twenty-one (12). The number of directors may be increased or decreased from time to time by the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The President shall serve as an ex officio director without vote and shall not be counted toward the number of directors permitted under this section or for purposes of determining a quorum.
4. Qualifications: Directors shall be committed to supporting and advancing the mission and purposes of the Corporation. Directors are expected to provide annual financial support to the Corporation and to assist in fundraising activities as necessary and appropriate in Docu Sign Envelope ID: 0CBAA262————————. Bylaws Maryland Nonprofits 2018_0610.docx 4 accordance with the policies established by the Board. Directors must be Members of the Corporation/Foundation, either individually or as an organization representative.
5. Representation: A key objective of the Corporation/ Foundation is to promote broad participation in its leadership from among all types of nonprofit organizations throughout the State of Maryland. Directors shall be drawn from a diverse cross-section of nonprofits from different fields, of different sizes, and from different geographic regions of the State and also from members of the public who are involved with nonprofit organizations on a volunteer or professional basis. At least fifty percent (50%) of the directors must be executives employed by a nonprofit organization that serves residents of the State of Maryland.
6. Nomination: The Board shall give primary consideration to the candidates recommended by the Governance Committee. Recommendations and nominations may also be made by other Directors.
7. Term of Office: Directors shall hold office for a term of three (3) years and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal. A decrease in the number of directors shall not shorten the term of any Director then in office. Directors may serve a maximum of two (2) consecutive three-year terms. Following at least a one-year hiatus from Board service as a director, individuals are again eligible to serve as Directors for a maximum of two (2) consecutive three-year terms.
8. Resignation and Removal: Any Director may resign at any time by giving written notice of his or her resignation to the Secretary of the Corporation. Any resignation shall take effect upon receipt of the notice or upon any later time specified in the notice. Any Director who is absent from three (3) consecutive meetings of the Board of Directors without good cause acceptable to the Board shall be deemed to have resigned. The Board of Directors may remove any Director whenever in its judgment the best interests of the Corporation will be served thereby. The removal of any Director shall be by an affirmative vote of the majority of the entire Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person so removed, but election of a Director shall not of itself create contract rights.
9. Vacancies: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
10. Leave of Absence: A Director may take up to a one (1) year leave of absence from service as a Director for good cause subject to the approval of the Board. No vacancy shall be created as a result of a Director taking an approved leave of absence; however, the Board or Board Chair, as appropriate, may designate another individual to serve as a Director, or another Director to serve in any office or on any committee in place of the Director on leave, until such time as the leave is completed. A Director who fails to return to Board service at the end of the leave of absence shall be deemed to have resigned.
11. Regular Meetings: An Annual Meeting of the Board of Directors shall be held, without other notice than these Bylaws, at a place and time as shall be determined by the Board of DocuSign Envelope ID: 0CBAA262-E704—————–. Bylaws Maryland Nonprofits 2018_0610.docx 5 Directors. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without notice other than the resolution. The Board shall hold at least four (4) regular meetings each year. The Annual Meeting may be held at the same time and place as a regular meeting.
12. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Board Chair or by Directors constituting a majority of the Board. The person or persons authorized to call special meetings of the Board of Directors may designate the meeting’s location.
13. Notice of Special Meetings: Five (5) days’ notice of any special meeting of the Board of Directors shall be given; except that, in the event of an emergency as determined by the Executive Committee, the notice period may be waived. If mailed, the notice will be deemed to be delivered when sent by electronic means with DocuSign Envelope ID: 0CBAA262-E704—————–., addressed to the director at his or her address as shown by the records of the Corporation. If notice is given by facsimile or electronic mail, the notice will be deemed to be delivered upon an effective transmission of the facsimile or electronic mail to the director at his or her facsimile number or electronic mail address as shown by the records of the Corporation. Neither the business to be transacted at, nor the purpose of any special meeting of the Board of Directors need be specified in the notice of the meeting.
14. Waiver of Notice: A Director may waive any notice requirement by signing a written waiver of the notice and delivering it to the Secretary of the Corporation/foundation for filing with the minutes or the corporate records. Attendance of a Director at any meeting shall constitute a waiver of notice of the meeting except when a Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and does not thereafter vote for or assent to action taken at the meeting.
15. Manner of Voting: A majority of the votes of the Directors who are present in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Board of Directors, unless the vote of a larger number is required by law, by the Articles of Incorporation/foundation, or by these Bylaws. Directors may not vote by proxy.
16. Quorum: A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of the Directors are present, a majority of those present may adjourn the meeting to another time.
17. Informal Action: Any action required by law to be taken at a meeting of the Directors, or any action that may be taken at a meeting of the Directors, may be taken without a meeting, if consents in writing, setting forth the action so taken, are signed by all of the Directors and the written consents are included in the minutes of the proceedings of the Board of Directors or filed with the corporate records. The consents shall have the same effect as a unanimous vote of the Board of Directors for all purposes.
18. Participation by Means of Communication Equipment: A member of the Board of Directors may participate in a meeting by conference telephone or other communication equipment DocuSign Envelope ID: 0CBAA262-E704————–. Bylaws Maryland Nonprofits 2018_0610.docx 6 by means of which all persons can hear and speak to each other. Participating in a meeting by such means constitutes presence in person at the meeting.
19. Compensation: Directors may not be compensated for their services as Directors of the Corporation, but may be reimbursed for their reasonable out-of-pocket expenses incurred in attending Board meetings or otherwise in connection with the performance of their duties as Directors. Directors may be compensated for their personal and professional services rendered to or on behalf of the Corporation if approved in advance by the Board and subject to compliance with the Corporation’s conflicts of interest policy.
20. Procedure: The proceedings and business of the Board of Directors shall be conducted in accordance with the Robert’s Rules of Order, Newly Revised, unless the conduct of a matter is otherwise governed by the provisions of state law, the articles of incorporation, or these bylaws. All meetings to be electronically recorded or video recorded at the discretion of the board.
ARTICLE VI: Officers
1. Officers: The elected officers of the Corporation/foundation shall consist of a Chair, a Vice Chair, a Secretary, and a Treasurer. Officers shall be elected from among the Board of Directors. The Board may also appoint such other officers as, in its judgment, are necessary to conduct the affairs of the Corporation. No officer shall execute, acknowledge, or verify any instrument in more than one capacity which is required by law or by these Bylaws to be executed, acknowledged, or verified by two or more officers. The Board of Directors shall select and retain a President and Chief Executive Officer who shall serve as the chief staff executive of the Corporation.
2. Election of Officers: All of the elected officers of the Corporation shall be elected by the Board of Directors at the Annual Meeting. Each officer shall hold his or her office for one (1) year and until his or her successor shall be elected and qualified, unless he or she shall sooner resign or be removed or otherwise become disqualified to serve. Elections of all officers shall be by an affirmative vote of the majority of the entire Board of Directors. No director may serve in the same office for more than three (3) consecutive one-year terms.
3. Resignation and Removal: Any officer may resign at any time by giving written notice of his or her resignation to the Secretary of the Corporation/. Any resignation shall take effect upon receipt of the notice or upon any later time specified in the notice. The Board of Directors may remove any officer whenever in its judgment the best interests of the Corporation will be served thereby. The removal of any officer shall be by an affirmative vote of the majority of the entire Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person so removed, but election or appointment of an officer shall not of itself create contract rights. Vacancies among the officers shall be filled by the Board of Directors.
4. Duties of Chair: The Chair shall be the chief elected officer of the Corporation. He or she shall preside at all meetings of the Members, the Board of Directors, and the Executive Committee. The Chair will determine the regular agenda of all meetings of the Members, the Board of Directors, and the Executive Committee. The Chair shall present a report at the Annual Meeting, DocuSign Envelope ID: 0CBAA262-E704——————–. Bylaws Maryland Nonprofits 2018_0610.docx 7 appoint the chairs and members of committees (unless otherwise specified herein) authorized by the Board of Directors, act as liaison between the Corporation’s staff and the Board, and perform such other duties as are inherent in the office of Chair or as authorized by the Board of Directors.
5. Duties of Vice Chair: The Vice Chair shall act in place of the Chair in the event of the absence of the Chair and shall exercise such other duties as may be delegated to the office by the Board. The Vice Chair shall serve as the Chair of the Governance Committee, ex officio, and shall also serve as the Board’s parliamentarian.
6. Duties of Secretary: The Secretary shall:
  1. certify and keep at the principal office of the Corporation the original or a copy of the Articles of Incorporation and these Bylaws, as amended, to date;
  2. keep, or cause to be kept, at the principal office of the Corporation or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Members and the Board of Directors, and any committees having any of the authority of the Board of Directors, recording therein the time and place of holding, whether annual, regular, or special, how notice of the meeting was given, the names of those present at the meetings, and the proceedings thereof;
  3. be custodian of the records of the Corporation and see that all documents of the Corporation, the execution of which on behalf of the Corporation/foundation is authorized by law or by these Bylaws, are properly and duly executed;
  4. exhibit at all reasonable times to the Members, a director, or proper designee, upon request, the Bylaws, and the minutes of the proceedings of the Members, Board of Directors and the committees of the Corporation/foundation; and
  5. perform any and all other duties incident to the office of Secretary and other duties as may be prescribed by law, the Articles of Incorporation, these Bylaws, or the Board of Directors.
7. Duties of Treasurer: The Treasurer shall:
  1. keep, or cause to be kept, adequate and correct accounts of all the properties and financial transactions of the Corporation;
  2. deposit, or cause to be deposited, all monies and other valuables in the name of and to the credit of the Corporation, with such depositories as may be designated by the Board of Directors;
  3. cause all the funds of the Corporation/foundation to be disbursed as ordered by the Board of Directors;
  4. render to the Board of Directors, upon request, an accounting of all financial transactions of the Corporation and a statement of the financial condition of the Corporation, and, DocuSign Envelope ID: 0CBAA262-E704——————-. Bylaws Maryland Nonprofits 2018_0610.docx 8 after consultation with the Board, cause an annual audit of the Corporation’s financial affairs to be conducted; and
  5. perform any and all other duties incident to the office of Treasurer and other duties as may be prescribed by law, the Articles of Incorporation, these Bylaws, or the Board of Directors
  6. The Treasurer shall also serve as the Chair of the Finance Committee, ex officio.
8. President and Chief Executive Officer: The President and Chief Executive Officer (the “President”) shall have the necessary authority and responsibility to operate the Corporation in all its activities subject to the policies and directions of the Board of Directors or any of its committees. The President shall undertake his or her duties in accordance with a Job Description approved by the Board. The President shall act as the duly authorized representative of the Corporation/foundation in all matters in which the Board of Directors has not formally designated some other person to so act. The President shall report periodically and as requested to the Board of Directors, and shall provide regular updates to directors between Board meetings on the Corporation’s activities and finances. The President is charged with continuous responsibility for the management of the Corporation, commensurate with the authority conferred on him or her by the Board of Directors and consistent with the expressed aims and policies of the Board of Directors. The President is responsible for the application and implementation of established policies in the operation of the Corporation. The President shall keep or cause to be kept appropriate records, and prepare or cause to be prepared all necessary reports, returns, filings, an operating budget, and financial statements. The Board of Directors shall authorize reasonable compensation for the President. The President shall serve on the Board of Directors ex officio without vote.
ARTICLE VII: Committees And Councils
1. Committees of the Board: The Board of Directors shall have at all times an Executive Committee, Finance & Audit Committee, and Governance Committee. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may establish such other standing and ad hoc committees as it deems appropriate to discharge its responsibilities. Each committee shall exercise the authority of the Board of Directors to the extent authorized by the Board of Directors. However, a committee may not by itself:
  1. approve action that requires full Board approval;
  2. fill vacancies on the Board of Directors or any of its committees;
  3. amend the Articles of Incorporation;
  4. adopt, amend or repeal the Bylaws;
  5. approve a plan of merger or consolidation; or
  6. employ or discharge from employment the President of the Corporation.
2. Committee Membership: Each committee shall consist of no fewer than three (3) directors, unless otherwise specified herein. The Board Chair shall select and appoint the members and the Chair of all committees, unless otherwise specified herein. The Board Chair shall serve as an ex officio member of all committees. The Board Chair may also from time to time appoint one or more persons as Consulting Members of a Board committee to serve at the pleasure of the Board and such persons need not be Directors. Consulting Members may not comprise a majority of any committee and may not have voting power on any committee permitted to act on behalf of the Board of Directors without further action. Consulting Members shall be held to the same standards, procedures, and fiduciary duties as are applied to Directors hereunder.
3. Rules: Each committee shall have a written statement of purpose and primary responsibilities approved by the Board. The provisions of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, shall apply to committees and their members as well. The President shall arrange for the staff of the Corporation to provide sufficient support for each committee to enable it to discharge its duties.
4. Diversity: Diversity is a core value of the Corporation which shall guide the activities of its committees. Each committee shall be responsible within its focus area for promoting broad diversity in the governance, staffing, outreach, and programs of the Corporation/foundation. This includes, but is not limited to, fostering links between the Corporation and other organizations serving various underrepresented populations, and reviewing the Corporation’s programs, publications, and initiatives to assure multi-cultural sensitivity and inclusivity. The Governance Committee may ask each committee to report periodically on the status of its efforts to promote diversity within the Corporation/foundation.
5. Executive Committee: The Executive Committee shall be comprised of the Chair, the Vice Chair, the Secretary, the Treasurer, and one (1) member of the Board elected at large each year by the Board of Directors. When the Board of Directors is not in session, the Executive Committee shall possess and exercise all powers of the Board of Directors in the management of the business and affairs of the Corporation that lawfully may be exercised by the Executive Committee, except as specified in Section 7.1. The Executive Committee shall oversee the compensation paid by the Corporation to its employees and outside contractors and shall make a report and recommendations to the full Board of Directors regarding the compensation and benefits of the Corporation’s/foundation’s President and, as necessary, for the senior staff. The Executive Committee shall provide reasonable notice under the circumstances to the full Board of Directors of action taken by the Committee between meetings. The Executive Committee shall then provide a complete report on such action at the next meeting of the Board, and may elect to do so in executive session.
6. Finance & Audit Committee: The purpose of the Finance & Audit Committee is to oversee the Corporation’s financial operations, long-term fiscal health, external financial audit, internal controls, and compliance with legal and regulatory requirements. The Treasurer shall serve as the Chair of the Committee. DocuSign Envelope ID: 0CBAA262-E704————–. as a Maryland Nonprofits 2018_0610.docx 10
7. Governance Committee: The purpose of the Governance Committee is to determine the most effective composition of the board and to develop practices and policies that enhance board performance. The Board Vice Chair shall serve as the Chair of the Committee.
8. Other Advisory Councils and Task Forces: The Board of Directors or the President may establish other advisory councils, task forces, and work groups to support the mission and purposes of the Corporation.
ARTICLE VIII: Contracts, Checks, And Deposits
1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation/foundation. Such authority may be general or confined to specific instances.
2. Checks, Drafts, and Notes: 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 officer or officers, agent or agents of the Corporation and in the manner determined by resolution of the Board of Directors. In the absence of a determination by the Board of Directors, those instruments shall be signed by the President of the Corporation.
3. Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation/foundation in those banks, trust companies, or other depositories selected by the Board of Directors.
ARTICLE IX: Fiscal Year
1. Fiscal Year: The Corporation/foundation shall determine its fiscal year from time to time by resolution of the Board of Directors.
ARTICLE X: Books And Records
1. Books and Records: The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, and all committees, and shall keep at the principal office of the Corporation a record of the names and addresses of the Directors. All books and records of the Corporation may be inspected by any Director at any reasonable time. All meeting to be electronically or video recorded as a check and balance our foundations membership and donors.
ARTICLE XI: Indemnification
1. Indemnification: The Corporation shall indemnify Directors, officers, employees, or other agents of the Corporation to the maximum extent permitted by applicable law. As long it is officers and agents do not engage in subversive activities against the welfare of the Corporation/foundation and act in compliance with the established bylaws of the Corporation and U.S. code title 28 § 1603 – 11. And title 15 §
ARTICLE XII:
Loans; Conflicts Of Interest; Compliance
1. Missing?
ARTICLE XIII: Amendments
1. Adoption of Amendments: The power to alter, amend, or repeal the Bylaws of the Corporation, or to adopt new bylaws, is vested in the Board of Directors. The affirmative vote of a majority of the Directors of the entire Board shall be sufficient to effectuate such action. No prior notice of any proposed alteration, amendment, or repeal of the bylaws shall be required before a vote may be taken.
2. Record of Amendments: Whenever an amendment or new Bylaw is adopted, a copy shall be appended to or noted at the appropriate place in the original Bylaws. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be appended to or noted at the appropriate place in the original Bylaws. Alternatively, the Corporation may restate the bylaws in their entirety as amended.

Adopted: May __, 2026.