Tamarack Triangle Village, Inc. Bylaws

TAMARACK TRIANGLE VILLAGE, INC. BYLAWS

1. 2. NAME AND PURPOSES: The name and purposes of the Corporation are set forth in the
Articles of Incorporation.
PRINCIPAL OFFICE OF THE CORPORATION: The principal office of the Corporation shall be a
street address designated by the Board of Directors (hereinafter the “Board”) of the
Corporation.
3. MEMBERS OF THE CORPORATION:
Members: The Corporation shall have one or more classes of members, as shall be
determined from time to time by the Board. The Members of the Corporation shall be
individuals of legal voting age and support the mission and purposes of the Corporation and
are willing to uphold its basic policies and subscribe to its Bylaws, provided that such
persons reside in that area formed by the triangle of Paint Branch Stream, East Randolph
Road, and Fairland Road. The Board may implement dues as they so desire.
3.1. The Board shall have the right to deny or terminate the membership of any
individual, or to deny access to or participation in the programs or services of the
Corporation, if such individual fails to meet the qualifications for membership or
engages in activities that are contrary to the interests of the Corporation.
3.2. Rights of Members: Membership shall entitle Members to participate in the
3.3. programs of the Corporation with the rights and benefits that are accorded to
Members from time to time by the Board of the Corporation.
Annual Meeting of the Members: The Annual Meeting of Members shall be held
3.4. each year at a place, date, and time fixed by the Board and upon not less than ten
(10) days and not more than thirty (30) days prior written notice. Failure of notice to
any Member shall not invalidate the meeting or any action taken at the meeting.
The Annual Meeting shall be conducted for the purpose of electing officers and
receiving reports from officers and committees.
Members shall discuss and vote on such matters, if any, as may be put before them
by the Board.
Special Meetings of the Members: Special meetings of the Members of the
Corporation may be held at the request at any time or place upon call by the
President of the Board, by a majority of Directors, or by written request of members
entitled to cast at least twenty-five percent (25%) of all the votes entitled to be cast
at the meeting. Written notice must be given at least ten (10) days and not more
than thirty (30) days in advance of the meeting. The notice shall state the time and
place of the meeting and the purpose or purposes for which the meeting is called.
T a m a r a c k T r i a n g l e V i l l a g e B y l a w s P a g e 1 | 10
3.5. Waiver of Notice: A Member may waive any notice requirement by signing a written
3.6. 3.7. waiver of notice and delivering it to the Corporation for inclusion in the minutes or
filing with the corporate records. An individual’s attendance at a meeting shall
constitute waiver of notice unless the individual, at the beginning of the meeting,
objects to holding the meeting or discussing business at the meeting. 3.6.
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 twenty-five percent (25%) of the Members of the Corporation,
present and participating in person or by written proxy.
Voting: Except as otherwise provided in these Bylaws, decisions of the Members
3.8. 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. Each Member shall have
one vote.
Proxy Voting: Members may cast their votes in person or by written proxy. Votes
3.9. cast by written proxy shall be cast in conformance with Maryland law regarding
proxy voting. Individuals represented at a meeting of members by written proxies
shall be counted in determining the presence of a quorum.
Telephone and Electronic Participation: Members may participate in 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 Member at the meeting.
4. BOARD OF DIRECTORS:
4.1. 4.2. 4.3. 4.4. 4.5. Classes: There shall be only one class of Directors.
Role/Number: The business and affairs of the Corporation shall be governed by a
Board, which shall be composed of no more than seventeen (17) voting persons and
no fewer than three (3) voting persons.
Composition: At all times, the Board shall be composed of persons dedicated to the
mission of the Corporation.
Election/Vacancies: At each Annual Meeting of the Board, Directors to serve for the
ensuing term shall be elected by the Members. Vacancies occurring between Annual
Meetings may be filled for the balance of the term through election by the
remaining Directors.
T a m a r a c k Term: Each Director shall hold office for a term of two (2) years or until the Annual
Meeting is held. An exception may be made for the initial Board, who will serve
staggered terms to avoid more than one third (1/3) of the Board being elected at
any Annual Meeting. The initial Directors shall be divided into three (3) groups: one
third (1/3) of them to serve for an initial term of one (1) year, one third (1/3) of
them to serve an initial term of two (2) years, and one third (1/3) of them to serveT r i a n g l e V i l l a g e B y l a w s P a g e 2 | 10
4.6. three (3) years. 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.
Removal: Any Director may be removed from office, with or without the assignment
4.7. of any cause, by a vote of the majority of the Directors in office or by majority vote
of the Members. A vote for removal may occur at any meeting of the Board or
Members 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.
Employment: If an individual is employed by the Corporation, then that individual or
4.8. 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 Corporation
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 Corporation, then that person
will serve in a non-voting capacity.
Resignation: A Director may resign by submitting a written resignation to the
4.9. President or Secretary. Failure to attend at least three fourths (3/4) of the meetings
or three (3) consecutive meetings of the Board in a twelve (12)-month period
without excuse will constitute an automatic resignation from the Board.
Compensation: The Directors shall serve without compensation. Directors may be
reimbursed for preapproved expenses reasonably incurred on behalf of the
Corporation. Nothing in this paragraph is intended to preclude a Director from
receiving compensation for his/her service to the Corporation in some other
capacity, provided the transaction is consistent with the Corporation’s conflict of
interest policy and these Bylaws.
5. OFFICERS OF THE BOARD:
5.1. Election / Vacancies: The Officers shall consist of President, Vice President,
Secretary, Treasurer, and such additional Officers as the Board may appoint from
time to time. The Members shall elect the officers of the Board. Any vacancy
T a m a r a c k T r i a n g l e V i l l a g e B y l a w s P a g e 3 | 10
5.2. occurring in any office, for whatever reason, shall be filled by the Board. Any
Director so elected shall fulfill the term of that Director’s predecessor.
Term: Officers shall serve a term of two (2) years. No Officer shall serve more than
5.3. three (3) consecutive terms in the same office. Officers may not serve perpetually.
Removal: Any Officer may be removed from office and Board service, with or
5.4. 5.5. T a m a r a c k without the assignment of any cause, by a vote of two-thirds (2/3) of the Directors in
office or by a majority vote of the Members. A vote for removal may occur at any
meeting of the Board or Members 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.
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.
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, Members, and of the Executive Committee. The President may sign all
contracts and agreements in the name of the Corporation after they have
been approved by the Board, serve as the representative of the Corporation
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. 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 Corporation 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 Corporation.
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 Corporation’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.
T r i a n g l e V i l l a g e B y l a w s P a g e 4 | 10
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.
6. BOARD MEETINGS:
6.1. Regular Board Meetings: Regular meetings of the Board shall be held at least
6.2. quarterly and may be scheduled more often by the President.
Special Meetings: Special meetings of the Board shall be held at any time and at any
6.3. 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.
Notice of Meetings: Notice of regular Board meetings shall be in writing and
6.4. delivered at least ten (10) days and no more than thirty (30) 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.
Executive Session: At any meeting of the Board, where a quorum is present, the
6.5. 6.6. 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.
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.
T a m a r a c k 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 votingT r i a n g l e V i l l a g e B y l a w s P a g e 5 | 10
6.7. (Board members may not delegate their voting power to a representative to enable
a vote in the Director’s absence).
Telephone and Electronic Participation: Directors may participate in Board meetings
6.8. 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.
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.
7. COMMITTEES:
7.1. Creation and Powers: The Board, by resolution adopted by a majority of the
7.2. 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. Committees created by the Board shall be
chaired by a member of the Board or, in the case of co-chairs, at least one chair
must be a member of the Board. 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 Corporation;
7.1.6. Employ or discharge anyone from employment with the Corporation;
7.1.7. Enter into any agreement, contract, or obligation on behalf of the
Corporation; and
7.1.8. Portray themselves as representing the Corporation.
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 Corporation. The
President shall serve as an ex officio member of all committees.
T a m a r a c k T r i a n g l e V i l l a g e B y l a w s P a g e 6 | 10
7.3
7.4 7.5 Finance Committee: The Finance Committee, composed of the Treasurer and a
minimum of two other members, shall be promptly appointed by the President after
each annual meeting. It shall be the duty of this committee to prepare a budget for
the fiscal year that begins on the first day of January. This budget is submitted to the
Village at least 30 days before the September meeting. The budget will be presented
and approved by the Village at the November meeting. The Finance Committee may,
from time to time, submit amendments to the budget for the current fiscal year, which
a majority vote may adopt. The Treasurer is authorized to disburse funds provided in
the annual budget as approved by the Village. Disbursements shall be made by
check in all cases with appropriate vouchers and receipts. All checks, notes,
acceptances, and orders for payment of money shall be signed by any individual
authorized by the Board as described in the Corporation’s financial policies.
The Treasurer shall present a financial report at every meeting of the Village and at
other times when requested by the Board or the President.
Nominating Committee: The Nominating Committee shall consist of no fewer than
three (3) members. The Village members will volunteer to serve on this committee.
The Nominating Committee shall select at least one (1) nominee for each office and
Board seat to be filled. It shall report by written notice to the general membership at
least ten (10) days before the September meeting. Following this report the floor will
be open for additional nominations. No nominations shall be made at the election
meeting except if there are no candidates for an office.
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.
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. If the
Corporation hires additional staff, additional staff shall be appointed by the chief executive
officer.
8.1. 8.2. 8.3. The Board may delegate duties and customary authority to the chief executive
officer, who in turn may delegate duties to subordinate staff of the Corporation.
The duties and authority delegated shall be expressed in written job descriptions.
The chief executive officer shall be subject to hire and termination by the Board.
Other appointed staff shall be subject to hire and termination by the chief executive
officer.
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.
T a m a r a c k T r i a n g l e V i l l a g e B y l a w s P a g e 7 | 10
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 Corporation. The conflict-of-interest policy should identify
the types of conduct or transactions that raise conflict of interest concerns, set forth
procedures for disclosure of actual or potential conflicts, and should provide for review of
individual transactions by the uninvolved Directors. Approval of transactions by the
disinterested Directors shall be by vote of a majority of Directors in attendance at a
meeting at which a quorum is present. An interested party shall not be counted for
purposes of determining whether a quorum is present, nor for purposes of determining
what constitutes a majority vote of Directors in attendance. The policy should also require
that the minutes of the meeting shall reflect that the conflict disclosure was made, the vote
taken and, where applicable, the abstention from voting and participation by the interested
party.
10. INSURANCE: The Board shall evaluate the Corporation’s needs for insurance coverage as
appropriate for its activities, including, but not limited to, general liability insurance and
directors and officers liability insurance.
11. INDEMNIFICATION: Except where intentional misconduct or gross negligence can be
demonstrated, the Corporation 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.
12. EXONERATION: To the fullest extent permitted by state or federal statutory or decisional
law, no Director or Officer of this Corporation shall be personally liable to the Corporation
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.
13. CORPORATE RECORDS: The Corporation shall keep correct, complete books and records of
account and shall also keep minutes of the proceedings of the Board and all committees.
The Corporation shall keep a record of the names and addresses of the Directors as well as
its Articles of Incorporation, Bylaws, and Board-approved policies. The books and records of
the Corporation shall be maintained in written form or in any other form that complies with
Maryland law. Information may be stored electronically but should be accessible by
multiple authorized individuals and backed up routinely.
The Corporation 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
Corporation shall, upon written request by a Member, make available to that Member
T a m a r a c k T r i a n g l e V i l l a g e B y l a w s P a g e 8 | 10
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 Corporation may be
inspected by any Director within three (3) business days, provided the request is made in
good faith and with a lawful purpose.
If the Corporation permits the use of artificial intelligence note-taking in Board meetings, it
shall develop a policy regarding consent to record, review for accuracy and verification of
content, privacy and confidentiality standards, and data retention.
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 Corporation’s
financial policies. All contracts, leases, and deeds of any kind shall be signed by the
President or any other agent of the Corporation designated by the Board.
15. ACCOUNTING YEAR: The accounting year of the Corporation shall be from January 1st to
December 31st.
16. PARLIAMENTARY AUTHORITY: The rules contained in the current edition of Robert’s
Rules of Order Newly Revised shall govern the Village in all cases to which they are
applicable, and in which they are not inconsistent with these Bylaws and any special rules of
order the Village may adopt.
17. AMENDMENTS: These Bylaws may be amended by a two thirds (2/3) vote of the Members
present and entitled to vote at a meeting where a quorum is present. Any proposed
amendments must be submitted to the Members in writing with written notice of the
meeting to decide on the proposed amendments at least thirty (30) days prior to the
meeting date.
18. NON-DISCRIMINATION: Except in the delivery of programs and services that promote the
Corporation’s exempt purposes and may be specific to a particular group, the Corporation
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 Corporation shall adopt a grievance procedure
to address allegations of discrimination.
19. DISSOLUTION: To dissolve the Corporation, the entire Board must adopt a resolution by
majority vote that declares that the dissolution of the Corporation is advisable and directs
that the proposed dissolution be submitted for consideration at either the Annual Meeting
or a special meeting of the Members. 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 Corporation. The proposed dissolution must be approved
by two-thirds (2/3) of the Members entitled to vote on the dissolution. Consistent with theT a m a r a c k T r i a n g l e V i l l a g e B y l a w s P a g e 9 | 10
Articles of Incorporation and in the event of dissolution, the Board shall dispose of all the
net assets of the Corporation exclusively to such organizations that are organized and
operated exclusively for charitable or educational purposes as shall at the time qualify as an
exempt organization under section 501(c)(3) of the Internal Revenue Code. Any assets not
so disposed shall be disposed of by a court of competent jurisdiction of the county where
the principal office of the Corporation is located. Disposal shall be made exclusively for
exempt or public purposes or be made to such organization or organizations as the court
shall determine to be organized exclusively for such purposes.
Adopted by the Board and Members on ________________________________.
I, the undersigned, being President of the Corporation, hereby certify that the above is a true,
complete, and accurate copy of the Bylaws adopted by the Board and Members.
_____________________________________________________
President Dated
I, the undersigned, being Secretary of the Corporation, hereby certify that the above is a true,
complete, and accurate copy of the Bylaws adopted by the Board and Members.
_____________________________________________________
Secretary Dated
T a m a r a c k 10
T r i a n g l e V i l l a g e B y l a w s P a g e 10 |