Friday, April 22, 2016
MAP - Maryland Association of Parliamentarians
Bylaws
after adoption of revisions at the MAP
annual meeting on November 15, 2014
[note the following from the Maryland
Corporation Law:
Md. CORPORATIONS AND ASSOCIATIONS Code Ann. §
2-408
Copyright © 2015 by Matthew Bender and Company, Inc., a member of the LexisNexis Group
All rights reserved.
*** Statutes current through 2014 legislation ***
CORPORATIONS AND ASSOCIATIONS
TITLE 2. CORPORATIONS IN GENERAL -- FORMATION, ORGANIZATION, AND OPERATION
SUBTITLE 4. DIRECTORS AND OFFICERS
Md. CORPORATIONS AND ASSOCIATIONS Code Ann. § 2-408 (2014)
§ 2-408. Action by directors
(a) Majority rule. -- Unless this article or the charter or bylaws of the corporation require a greater proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the action of the board of directors.
(b) Quorum. --
(1) Unless the bylaws of the corporation provide otherwise, a majority of the entire board of directors constitutes a quorum for the transaction of business.
(2) The bylaws may provide that less than a majority, but not less than one-third of the entire board of directors, may constitute a quorum unless:
(i) There are only two or three directors, in which case not less than two may constitute a quorum; or
(ii) There is only one director, in which case that one will constitute a quorum.
(c) Informal action by directors. -- Any action required or permitted to be taken at a meeting of the board of directors or of a committee of the board may be taken without a meeting if a unanimous consent which sets forth the action is:
(1) Given in writing or by electronic transmission by each member of the board or committee entitled to vote on the matter; and
(2) Filed in paper or electronic form with the minutes of proceedings of the board or committee.
(d) More or less than one vote per director. --
(1) The charter may provide that one or more directors or a class of directors shall have more or less than one vote per director on any matter.
(2) If the charter provides that one or more directors shall have more or less than one vote per director on any matter, every reference in this article to a majority or other proportion of directors shall refer to a majority or other proportion of votes entitled to be cast by the directors.
HISTORY: An. Code 1957, art. 23, §§ 56, 58; 1975, ch. 311, § 2; 1985, ch. 362; 2000, ch. 642; 2002, ch. 19, § 1; 2003, ch. 387; 2007, ch. 5, § 7; 2014, chs. 550, 551.
§1 Membership in the Association shall
be open to all NAP members.
§2 Unit members of the Association
shall be those NAP members designated as members of units. Members-At-Large in
the Association shall be those NAP members who do not belong to a unit.
§3 A member of the Association may be a
member of more than one unit but shall be listed in only one unit for purposes
of payment of State dues and shall be designated as an active member of such
unit. In other units in which the individual holds membership, the member shall
be designated as an affiliate member.
§4 Annual dues, payable January 1,
shall be set by the Association, the Board of Directors, or the Executive
Committee. Any member of the Association whose dues are not paid by February 1
shall be in arrears and shall be so notified by the Treasurer; any member whose
dues are not paid by March 1 shall be dropped from membership.
§5 Members shall make payment of the
annual dues payable to the Association, either through NAP or directly to the
Association, in accordance with procedures established by NAP.
§6 Each unit shall remit to the
Treasurer of the Association $2.00 for each Provisional Member in the unit
together with the Provisional Member's full name, current address, and telephone
number.
§7 The fiscal year shall be from
December 1 through November 30.
§8 Honorary Membership. To qualify for
honorary membership, an individual shall be a non-member of MAP who has given
exceptional service to MAP or who has added distinction to the parliamentary
profession. An individual shall be granted honorary membership by a two-thirds
vote at the Annual Meeting upon recommendation by the Board of Directors.
Honorary members may attend meetings and speak in debate, but shall not pay
dues, nor shall they have any of the other obligations, rights, or privileges of
membership.
Article II Constituent Units
§1 Constituent units of this
Association shall be the NAP chartered units within Maryland.
§2 The secretary of each new unit shall
send the names, addresses, and telephone numbers of the active members, a list
of the officers, the date of the charter, and a copy of the bylaws, to the
Association secretary upon receipt of the unit charter from NAP. When unit
bylaws are amended, an updated copy shall be sent to the Association secretary
and to NAP.
Article III Officers
§1 The officers of the Association
shall be a President, a Vice President, a Secretary, a Treasurer, and two
Directors.
§2 In the even numbered years, a
Nominating Committee of two members shall be elected by the Board of Directors.
No unit shall be represented by more than one member of the Nominating
Committee. Affiliate members may not represent units on the Nominating
Committee.
§3 It shall be the duty of the
Nominating Committee to nominate candidates for the elected offices to be filled
at the Annual Meeting held in the odd numbered years.
§4 All officers shall be members of the
National Association of Parliamentarians.
§5 The officers shall be elected by
ballot unless there is only one candidate for an office, in which case election
for that office may be by voice vote. The terms of office shall begin at the
close of the Annual Meeting at which elections take place and shall be for two
years, or until their successors are elected.
§6 A vacancy occurring in an elected
office shall be filled for the unexpired term by the Executive Committee.
Without previous notice of the election, an affirmative vote of a majority of
the entire Executive Committee shall be required.
Article IV Duties of Officers
§1 The President shall preside at all
meetings of the Association, the Board of Directors, and the Executive
Committee; appoint a Parliamentarian; appoint the chairs of committees; serve ex
officio as a member of all committees except the Nominating Committee, sign
checks if the Treasurer is absent or unable to serve; and perform such other
duties incident to the office as are prescribed in the parliamentary authority.
§2 The Vice President shall be an aide
to the President; in the temporary absence of the President, perform the duties
of that office; in the case of permanent disability, resignation, or death of
the President, succeed to that office for the unexpired term; make arrangements
for the meetings of the Board of Directors with the approval of the President;
and perform such other duties incident to the office as are prescribed in the
parliamentary authority.
§3 The Secretary shall perform the
duties prescribed by these bylaws, by the standing rules adopted by the
Association and the Board of Directors, and by the parliamentary authority
adopted by the Association. In addition the Secretary shall send to the
Executive Director of NAP and the District Director of District Two the list of
new and re-elected officers of the Association and their addresses immediately
following their election.
§4 The Treasurer shall receive and have
custody of all funds of the Association; deposit all funds in such bank or banks
as are authorized by the Board of Directors; keep an itemized account of
receipts and disbursements; send statements of dues and collect the same as
provided in these bylaws; notify NAP Headquarters, by October 1 of each year, of
the amount of the Association's dues payable by all membership classifications;
notify members delinquent in the payment of dues; keep an up--to-date roll of
members in good standing, supplying copies thereof as required to the President,
the Secretary and the Directory chairman, disburse funds, not in excess of the
amounts listed in each category of the budget; and perform such other duties
incident to the office as are prescribed in the parliamentary authority.
§5 The Directors shall sit as members
of the Board of Directors; may be appointed to serve as chairmen of standing
committees; and shall perform such other duties incident to the office as are
prescribed in the parliamentary authority.
Article V Membership Meetings
§1 The Annual Meeting shall be held in
Autumn, on a date and at a time and in a place determined by the Board of
Directors. The call to the Annual Meeting shall be sent to all members of the
Association by the Secretary at least thirty days before the Annual Meeting.
§2 The voting members of the Annual
Meeting shall be all members of MAP in attendance.
§3 The Annual Meeting shall be open to
all MAP members, Provisional Members of units, and visitors. The privilege of
making motions, debating, and voting shall be limited to the voting members. A
voting member shall have but one vote.
§4 The Annual Meeting in even-numbered
years shall elect the delegates and the alternates of the Association to the
convention of the National Association of Parliamentarians. The MAP President
and Vice President shall be delegates to the NAP convention. Separate elections
by plurality vote shall be conducted to select the following:
(a) Two delegates from among the unit
members.
(b) Two alternates from among the unit
members, plus an alternate for the Vice President.
(c) One delegate for each five
members-at-Iarge.
(d) One alternate for each five
members-at-Iarge.
§5 Election shall be by ballot, except
that, in cases where there are no more candidates than there are positions to be
filled, balloting may be dispensed with. A vacancy among the delegates shall be
filled by the President from among the available alternates. A vacancy among the
alternates shall be filled by the President.
§6 A quorum shall be seven members.
§7 Special meetings of the members may
be called by the President and shall be called if requested by seven or more
members.
Article VI Board of Directors
§1 The officers, the immediate past
president, and the President (or, in his absence, the Vice President) of each
unit shall constitute the Board of Directors.
§2 The Board of Directors shall have
full power and authority over the affairs of the Association during the interim
between Annual Meetings, except that of modifying any action taken by an Annual
Meeting other than amendments to the budget. It shall make an annual report to
the Annual Meeting.
§3 With reasonable notice, meetings of
the Board of Directors shall be held at the call of the President. Special
meetings shall be called by the President at the request of five members of the
Board.
§4 Five members of the Board of
Directors shall constitute a quorum.
Article VII Executive Committee
§1 The officers except the Directors
shall constitute the Executive Committee.
§2 The Executive Committee shall be
responsible for the transaction of necessary business between meetings of the
Board of Directors. It shall make a complete report at each meeting of the Board
of Directors.
§3 The Executive Committee shall meet
at the call of the President or upon the request of two of its members. When a
meeting cannot be held to take action on a matter requiring prompt decision, a
vote by telephone or other electronic means, confirmed in writing, may be taken
at the discretion of the President.
Article VIII Committees
The President or the Board of Directors
may establish committees as necessary, and appoint their Chairs, and the Chairs
shall appoint the other members of their committees. The President shall be ex
officio a member of all committees except the Nominating Committee.
Article IX Parliamentary Authority
The rules contained in the current
edition of Robert’s Rules of Order Newly Revised shall govern the Association in
all cases to which they are applicable and in which they are not inconsistent
with these bylaws.
Article X Amendment of Bylaws
These bylaws may be amended at any
Membership Meeting, by a two-thirds vote, provided that the members have
received at least 30 days notice of the proposed amendment(s)
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