Updated Bylaws - 3/31/2014

10/1/2013

All

Baseline formatting update to bring document styling in line with the reformatted Resolutions and Production Manual for consistency and ease of readability.

10/1/2013

All

Updated language in Bylaws to use present tense or American standard of future tense, as applicable/appropriate to improve readability and clarity of document.

10/1/2013

IV-A.1.

Delete: “Effective September 1, 2009” and start paragraph with “An Annual Meeting...”.

Reason: The effective date was included to clarify that the change of the election meeting (previously May) would occur in the upcoming fiscal year and not in the fiscal year the change was approved. It is now current procedure.

10/1/2013

IV-C.

Change to: “Place of Meetings: The Board of Directors will designate a place for any meeting of the membership of the Corporation within a fifteen (15) mile radius of the City of Annapolis.”

Reason: Simplify language.

10/1/2013

V-A.3.

Change to: “...terms to begin June 1st of the election year with full responsibility and voting privileges at that time.”

Reason: This paragraph was not previously updated to reflect the change of the election meeting from May to March approved in IV-A.1., and the purpose of the change, which was to allow several months of transition.

10/1/2013

V-A.3.(e)

Change to: “(e) An incumbent who has held a position for two (2) consecutive terms may serve for a third and subsequent terms, following election or appointment procedures described in these Bylaws, if and as long as there is no other candidate for the position.”

Reason: Clarify application to the position of Treasurer, which is appointed, not elected.

10/1/2013

V-A.4.

Change final sentence to read: “Such dismissal will be subject to appeal to the Board of Directors at a regular or special board meeting.”

Reason: Correct grammar.

10/1/2013

V-B.2.(a)

Rewrite entire section.

Reason: Clarification to acknowledge the Bequest Committee.

10/1/2013

V-B.2.(d)

Rewrite entire section.

Reason: Clarification to acknowledge the Bequest Committee.

10/1/2013

V-C.1.(c)

Change to: “E-mail Vote: When a situation requiring a Board of Directors vote arises between regularly scheduled Board meetings, the Board of Directors may vote by e-mail using the following procedures:”

Reason: Several changes to the e-mail voting provision (Article V-C.1.) are required based on review of several years of using the procedure. The changes reflect actual needs and align e-mail voting processes with voting procedures used at Board meetings.

10/1/2013

V-C.1.(c)(3)

Change to: "A quorum is constituted by 70% of the Board members acknowledging receipt of the issue by sending an e-mail reply to the Executive Officer administering the vote.”

10/1/2013

V-C.1.(c)(4)

Change to: "A majority vote of the quorum is required for a motion to pass, unless stricter criteria have been set."

10/1/2013

V-C.1.(c)(5)

Change to: “A written record of the vote cast by each board member and/or member of the executive committee will be included in the minutes of the next regular meeting of the Board of Directors held following such vote.”

10/1/2013

V-C.2.

“Notice” section. Move to V-C.1(b)(1) and (2).

Reason: This paragraph only refers to V-C.1.(b) special meetings of the Board of Directors.

10/1/2013

V-C.3.

“Quorum” section. Move to V-C.1. Renumber subsequent paragraphs.

Reason: This applies to all meetings and votes, following.

10/1/2013

VI-B.

Correct typo: Add “s” to the word “Election”.

10/1/2013

VI-B.4.

Add to end: “Other than the names of the newly elected Board members, no election results will be announced at the meeting unless a motion made by a member of the Corporation requesting the teller reports passes. The teller reports will be recorded in the meeting minutes.”

Reason: Clarification.

3/31/2014

All

Change “chairperson” to “chair” throughout the Bylaws.

Reason: Update to more current language.

3/31/2014

VI-A.4.

Change as follows:

“4. Any member of the Corporation may, no later than the 15th day of February in each year, submit in writing to the Chairperson chair of the Nominations Committee or to the President, the name or names of other members proposed for nomination as a Board Member. Additional These additional nominations will not be accepted unless endorsed in writing by four (4) additional members of the Corporation and must be accompanied by a resume of the candidate's qualifications for the position statement of qualifications and intentions. The name of each such nominee who has indicated in writing the intention to accept the nomination must be submitted in writing to the membership no later than two weeks prior to the election. There will be no other nominations accepted at the annual meeting of the Corporation.

Reason: “These” clarifies the referenced antecedent. “statement of qualifications and intentions” clarifies the requirement and matches wording in paragraph A.3. The final deleted sentence is integrated into a new paragraph 5.

3/31/2014

VI-A.

Insert new section:

“5. The names of all nominees, their statements of qualifications and intentions, and instructions for the election will be submitted in writing to the membership no later than two weeks prior to the election. There will be no other nominations accepted at the meeting of the Corporation at which elections are held.”

Renumber existing VI-A.5. to VI-A.6.

Reason: While it has been the practice to provide election instructions and nominee statements in advance of the elections, there is actually no requirement for this to happen. The only requirement to present the statements is for them to be read at the Elections meeting unless waived. Requiring the statements be presented in advance allows the membership time to consider nominee qualifications prior to voting, and requires the statements to be available to absentee voters.

3/31/2014

VI-B.

Change as follows:

“3. The Election Committee Chairperson chair will read aloud to the membership in attendance the resumes statements of qualifications and intentions provided by each candidate or by to the Nominations Committee, unless the reading thereof is waived by a majority vote in favor of such a motion from the floor. Each resume will be limited to one page. No other discussion of candidates nominees or issues will be permitted at the election.”

Reason: “aloud to the membership in attendance” clarifies the intent of the requirement. “statements of qualifications and intentions” clarifies the actual requirement and matches wording in the Nominations section. “provided by each candidate to the Nominations Committee” acknowledges that statements are required of candidates to be considered for nomination, as described in VI-A.3. and VI-A.4. Candidates passed on by the Nominations Committee are nominees. “Each resume shall be limited to one page.” is removed because there are no criteria for what constitutes “one page”, and no reason for the limitation.