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ARTICLE I
NAME
The name of this organization, incorporated under the laws
of the State of Maryland, is the Laurel Board of Trade, Inc.
Its principal office shall be located within the City of Laurel,
Maryland. The Laurel Board of Trade is a 501(C) (6) corporation
designated by authority and issuance of the Internal Revenue
Service.
ARTICLE II
PURPOSE
The purpose of the Laurel Board of Trade, Inc. Is to promote
and enhance business development and economic growth in the Laurel
Trade Area.
The Laurel Trade area includes:
Main Street Historic District
City of Laurel
North Laurel
West Laurel
South Laurel
Maryland City
All other areas that have a "Laurel" mailing address
ARTICLE III
LIMITATIONS OF METHODS
This organization in its activities shall be non-partisan,
non-sectional and non-sectarian, and shall not endorse the candidacy
of any person for state, county, municipal or national elective
office. It shall be a non-profit organization. This corporation
is not intended as a profit-making corporation nor is it founded
with the expectation of making a profit. This corporation shall
use its funds only for the objects and purpose specified in these
By-laws. No part of the net earning of the corporation shall
ensure to benefit of, or be distributable to its members, trustees,
directors or officers, or other private persons, except that
the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered.
ARTICLE IV
MEMBERSHIP
SECTION 1. Eligibility
Any person, association, corporation, partnership, business corporation,
firm or other entity having an interest in the commercial, industrial,
civic progress, and general welfare of the Laurel Trade Area
shall be eligible for membership.
SECTION 2. Classification of Membership
The Board of Directors may establish and modify as appropriate,
classes of membership in the Laurel Board of Trade, Inc., to
include life memberships and a schedule of membership investments.
The membership investment shall be paid on an annual basis; i.e.,
January - December. Prorata will be calculated on a membership
during that period.
SECTION 3. Termination of Membership
(a) Resignation - Any member may resign upon written notice to
the Board of Directors:
(b) Non-payment of membership investment or fees - any delinquency
beyond ninety (90) days after billing shall without notice suspend
the delinquent member's voting privileges. A member whose dues
have not been paid within this period shall be deemed to be in
arrears and shall be so notified and if not paid at the expiration
of the current anniversary year, shall be dropped from the membership
roster.
ARTICLE V
MEETINGS
SECTION 1. General Membership
The Laurel Board of Trade, Inc. shall hold at least two (2) general
membership meetings each year. Within requirements listed below,
the Board of Directors will determine the time and place of each
meeting.
All members will be notified at least twenty (20) days before
said meeting. The first general membership meeting will be in
the second quarter of the calendar year. The second general membership
meeting will be in the fourth quarter of the calendar year. The
membership will elect directors at this meeting.
SECTION 2. Other Meetings
Meetings may be ordered by the Laurel Board of Trade, Inc. membership
or by the Board of Directors or President. Upon receipt of a
written request signed by at least ten (10) percent of the members
in good standing, the Chairman of the Board or the President
shall call a general membership meeting within two (2) weeks.
Each member must be notified of the meeting at least 10 days
prior to said meeting
SECTION 3. Quorum
Twenty (20) members in good standing or 20% of the members in
good standing, which ever is least, shall constitute a quorum
for the transaction of business at any general membership meeting
of the Laurel Board of Trade, Inc.
SECTION 4. Notice
Notice of all membership meetings shall be given to each member
by any one or combination of the following methods:
U.S. Postal Service
via newsletter (time permitting) or specific mailing
email
facsimile (fax)
telephone
ARTICLE VI
BOARD OF DIRECTORS
The number of directors of the corporation shall be from time
to time no more than fifteen (15) nor less than six (6). Each
director shall serve a term of one year. The Chairman of the
Board and the President shall together appoint a successor to
fill out the unexpired term of a member of the Board who shall
for any reason vacate his or her seat on the Board. Four directors
present and voting shall constitute a quorum.
The election of Board members will be during the general membership
meeting held in the fourth quarter of the calendar year.
The term of office will be January 1 through December 31.
Officers of the corporation will be elected at the next board
meeting for their term of office.
An Executive committee consisting of three (3) of the four
(4) officers and at least three (3) other directors appointed
by the Chairman shall be empowered to meet and direct the day
to day operations of the corporation and, in an emergency, to
act for the entire Board, provided such actions are brought to
the entire Board at its next regularly scheduled meeting for
ratification, which ratification shall be incumbent on the entire
Board unless such actions of the Committee are deemed by the
Board to be unlawful.
Four (4) Executive Committee members present and voting shall
constitute a quorum, but the quorum voting shall consist of three
(3) directors that are non-officers of the corporation.
Any member of the Board of Directors who fails to attend three
(3) consecutive Board meetings may be removed from the Board
upon a vote of two-thirds (2/3) of the members present and constituting
a quorum.
The Administrative Coordinator shall keep records of the Board
members' attendance and report to the Board the second consecutive
absence of a member. The President shall thereafter notify the
Board member of his/her possible removal and urge his/her attendance
at the next Board meeting.
In certain instances the Board of Directors may allow extended
absences. This extension must be approved by the full board.
ARTICLE VII
OFFICERS
SECTION 1. Determination
The officers of the Laurel Board of Trade, Inc. shall be members
of the Board. The officers of the Laurel Board of Trade, Inc.
shall be as follows: a Chairman, President and Chief Operating
Officer, Vice-President, Secretary/Treasurer. The terms of all
officers shall be for a period of one (1) year.
SECTION 2. Chairman of the Board of Directors
The Chairman of the Board of Directors shall preside at all membership
meetings and at the meetings of the Board. The Chairman shall
appoint all committee chairmen, subject to ratification by the
Board of Directors, and shall be an ex-efficio member of all
committees. The Chairman shall exercise such authority and perform
such duties as these By-laws require and as the Board of Directors
may from time to time prescribe.
SECTION 3. President / Chief Operating Officer
The President / Chief Operating Officer will be responsible for
coordinating the work of committees, for implementing the policies
established by the Board of Directors, and for directing and
administering the functions of the Laurel Board of Trade, Inc.
SECTION 4. Vice - President
In the absence or the inability of the President to perform his/her
duties the Vice President will assume those duties. In addition
the Vice President will act in a supervisory capacity to head
the various committees so designated by the Chairman or the President.
The Vice – President will act in concert with the Secretary/Treasurer
on various financial aspects of the association on budgets of
important committee activities.
SECTION 5. Secretary/Treasurer
The responsibilities of the Secretary/Treasurer shall be to receive
and disburse, on behalf of the Board of Directors, the funds
of the Laurel Board of Trade, Inc.; to deposit all funds in a
local bank insured by the FDIC in the name of the Laurel Board
of Trade, Inc.; to submit an annual financial statement and written
report at the close of the fiscal year; and prior to each fiscal
year, to prepare a budget of anticipated revenues and expenses,
which shall be submitted through the Executive Committee to the
Board of Directors for review and approval. At the expiration
of the Secretary/Treasurer's term of office; all books, papers
and property of the Laurel Board of Trade, Inc. shall be delivered
to the Board of Directors. The books of the Secretary/Treasurer
shall be audited or reviewed as directed by the Board. The audit
will be performed on an outside basis by C.P.A.
The duties of the Secretary/Treasurer include maintenance
and oversight of the records of the Laurel Board of Board of
Trade, Inc. and such other duties as may be required by these
By-laws or as the Board may assign. The Secretary/Treasurer shall
be responsible for the attestation or authentication, where necessary,
of the Laurel Board of Trade, Inc. documents.
SECTION 6. Administrative Coordinator ( non – officer)
The Board shall have the authority to appoint a person to be
Administrative Coordinator of the Corporation. The position will
report to the Chairman and President in carrying out duties so
prescribed.
A formal report will be provided to the Board of Directors
at their regularly scheduled meetings.
ARTICLE VIII
FINANCES
SECTION 1. Funds
The receipts from membership investments, donations, and other
sources, when the disposition thereof is not specifically designated,
shall constitute the general funds of the organization, from
which all fixed charges for the maintenance and conduct of the
organization, and other expenses regularly incurred by the Laurel
Board of Trade, Inc.
SECTION 2. Disbursements
The Secretary/Treasurer, Chairman, President or Vice President
is authorized to make disbursements on accounts and expenses.
Disbursement shall be by check. The Administrative Coordinator
is authorized to use the Laurel Board of Trade's debit card to
make routine purchases.
SECTION 3. Fiscal Year
The fiscal year of the Laurel Board of Trade, Inc. shall be the
calendar year.
ARTICLE IX
PARLIAMENTARY PROCEDURE
Robert's Rules of Order Revised shall be the parliamentary
authority, and when not in conflict with the specific provision
of these By-laws, shall govern the proceedings of the Laurel
Board of Trade, Inc., the Board of Directors and various committees.
ARTICLE X
AMENDMENTS
These Bylaws may be amended by a two-thirds (2/3) vote of
those present at any regular or special meeting of the Board
of Directors of the Laurel Board of Trade, Inc. provided that
notice of the proposed amendment or revision shall have been
made to each member of the Board no less than two (2) weeks prior
to the meeting to which it is to be submitted. Notifications
will be made in accordance with Article V, Section 4
Laurel Board of Trade, Inc.
Amended 24 June 99
Amended 27 September 01
Amended 21 February 2007
Amended 15 August 2007 |
