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ISTR ByLaws

 

__________________________________________________________________________________

June 6, 2018

To:        Members of the International Society for Third-Sector Research (ISTR)

 

From:   Steven Rathgeb Smith, President

              Margery Daniels, Executive Director


Re:       Important news about Developments at ISTR  

 

We hope you are doing well.  We are busy preparing for ISTR’s upcoming bi-annual research conference, and are writing to update you on important news about ISTR and its governance. 

 

ISTR was founded in 1992 as an unincorporated association hosted by Johns Hopkins University.  From its beginnings, the Society has operated under the JHU umbrella, first within the Institute for Policy Studies and then at the Institute for Health & Social Policy.   The ISTR staff have been employees of the university and its offices have been located on the university’s campus.

 

Over the years, the ISTR board of directors has discussed a separation of ISTR from the university to help promote the long-term future and vitality of the organization.  In the last two years, the board has been in the process of planning this separation.  First, a nonprofit 501(c)(3) organization incorporated in the state of Maryland was created – initially as “The Friends of ISTR” and then, in November 2017,  the board of directors of the Friends of ISTR renamed it as The International Society for Third-Sector Research.  These steps were taken to facilitate a transition to operating the society as a free-standing nonprofit organization. 

 

We are now in the process of moving our financial assets and accounts into the new nonprofit organization.  This transition will proceed over the course of the next several months and will be completed by 31 December 2018 when ISTR will no longer have any financial assets held by the university. From then on, the society’s funds will be kept in bank accounts owned by ISTR.  The Society will maintain its offices at the university through June 2019, with the possible option to continue that arrangement.  (We have been paying rent to the university for many years.)  New email addresses based on the name ISTR will be created by July 2018.  Also, ISTR now solely owns the copyright to the journal, Voluntas.

 

The society will continue to be governed by its existing board of directors.  The normal nomination process is underway and an election for new board members will be held in fall 2018. 

 

As part of this transition process, the ISTR board of directors realized that ISTR needed entirely new bylaws.   The original bylaws from 1992 had remained in effect and were not well suited to the governance of a nonprofit corporation.   Consequently, the ISTR board of directors created a Bylaws Revision Subcommittee, chaired by board member Oonagh Breen, an expert on nonprofit governance and law at the Sutherland School of Law at University College Dublin.  This subcommittee developed new permanent Bylaws for ISTR, Inc. that will take effect on 1 January 2019.  These new bylaws were approved by the board of ISTR when it met at University College Dublin in February 2018.  

 

The board of directors also appointed a Nominations Committee to begin the process of creating a slate of candidates for election to the board beginning in January 2019. You recently received an invitation to submit suggested nominees.

 

The new Bylaws, along with the Terms of Reference for the Nominations and other committees are located at www.istr.org/CBL.  There will also be an all-member business meeting at the upcoming conference in Amsterdam on Wednesday, July 11 at 3:30 pm. This meeting will offer members an opportunity to ask any questions and to provide feedback. 

 

We welcome comments and questions about the new bylaws and the transition process.  We are happy to respond to your questions and input. You can contact Steven Rathgeb Smith at smithsr83@gmail.com  and Margery Daniels at istr@jhu.edu.

 

We strongly believe that these important changes will ensure the continuing rights of members and the long-term health of the organization, enhance our ability to effective serve our members, and more broadly support the continued growth around the world of research on the third sector.  

__________________________________________________________________________________

 

BYLAWS

of

The International Society for Third Sector Research

(Effective January 1, 2019)

Contents

1.     NAME

2.     LOCATION

3.     PURPOSES

4.     FISCAL YEAR

5.     POWERS

6.     MEMBERSHIP

7.     MEMBERSHIP MEETINGS

8.     OFFICERS

9.     BOARD OF DIRECTORS

10.   DIRECTORS’ POWERS AND DUTIES

11.   DIRECTORS’ MEETINGS

12.   COMMITTEES

13.   APPOINTED OFFICERS AND STAFF

14.   COMPENSATION

15.   CONFLICT OF INTEREST

16.   PROPERTY AND FUNDS

17.   RECORDS AND ACCOUNTS 

18.   AMENDMENT

19.   INDEMNIFICATION & INSURANCE

20.   DISSOLUTION

TERMS OF REFERENCE FOR THE EXECUTIVE COMMITTEE - Click here to view

TERMS OF REFERENCE FOR THE NOMINATIONS COMMITTEE - Click here to view

 


1.      NAME:

The International Society for Third-Sector Research (“Society”); the Society is also known as ISTR.

2.      LOCATION:

The Society is a nonprofit corporation organized as provided by the laws of the State of Maryland in the United States of America. The principal business office of the Society may be within or outside the state of Maryland, as determined by the Board of Directors (“Board”); the Society may have other offices as necessary to support its activities.

3.      PURPOSES:

To advance knowledge about the Third Sector, including non-governmental organizations, civil society organizations, nonprofit organizations, charities, social enterprises, voluntarism, civic engagement, and philanthropy through the encouragement of research and teaching in all relevant disciplines. More specifically, the Society seeks to:

a)       Foster excellence in research and study of the Third Sector;

b)      Broaden the participation in such research on the part of researchers in all parts of the world and in all disciplines;

c)       Encourage academic freedom, including the dissemination and exchange of scholarly information, ideas, and research findings about the Third Sector and promote discussion and cooperation among researchers, scholars, practitioners, government officials, policymakers, and the general public concerning Third Sector matters;

d)      Promote teaching and instruction on all aspects of nonprofit organizations, voluntary associations, and philanthropy at all levels of education.

To serve these purposes, the Society may hold research meetings; publish journals, reports, monographs, and newsletters; develop proposed guidelines and standards; cooperate with other organizations; and engage in other activities that further its mission.

4.      FISCAL YEAR:

The fiscal year of the Society is from January 1 to December 31.

5.      POWERS:

a)       Tax-exempt status: The Society may exercise the powers and conduct or carry on activities that are consistent with the exempt status of organizations described in Section 501(c)(3) of the Internal Revenue Code of the United States (“Code”).

b)      Corporate powers: The Society may exercise all powers consistent with section a) that are available to a nonprofit corporation under the Laws of the State of Maryland, subject to the restrictions, if any, contained in its Articles and these Bylaws.

c)       Inurement prohibited: No part of the net earnings of the Society inures to the benefit of any director, officer, or Member of the Society, to any individual, or to any for-profit entity.

d)      Propaganda limited and electioneering prohibited: The Society does not carry on propaganda or otherwise attempt to influence legislation to an extent that would disqualify it for tax exemption under section 501(c)(3) of the Code, and it does not directly or indirectly participate or intervene in any political campaign in any way (including making verbal or written public statements) on behalf of (or in opposition to) any candidate for elective public office.

e)      External funding: The Society may solicit, accept, and use funds from any person, organization or other entity, including but not limited to other charitable or educational organizations, profit-making corporations, and individuals.

f)        Authority of the Board: Subject to the powers reserved for the Members as provided by law or these Bylaws, the activities and affairs of the Society are conducted, and all powers are exercised by or under the direction of the Board.

g)       Delegation: Subject to the provisions of Article 12, Section b), the Board may delegate management of the operations of the Society to any person or persons or committee, however composed, provided that the activities and affairs of the Society are controlled by and all powers are exercised under the direction of the Board.

6.      MEMBERSHIP:

The Members of the Society are persons or organizations who meet the qualifications for membership established by the Board.

a)       Individual Members: An Individual Member is a natural person and is entitled to vote for Directors and on other matters on which a Member vote is required by law or these Bylaws. Each Individual Member has one vote. If more than one class of Members is entitled to vote as provided by this Article, the votes of all classes are counted together to determine the result.

b)      Institutional Members: An Institutional Member is an organization and is entitled to designate two natural persons (by name or office) to vote in elections for Directors and on other matters on which the vote of an Individual Member vote is required by law or these Bylaws.

c)       Additional classes of Members: The Board may establish one or more additional classes of Members and specify their rights and obligations.

d)      Dues and fees: The Board establishes and publishes dues for each class of membership and sets fees or charges for participation in the Society’s activities, for subscribing to its journals and periodicals, and for purchase of its publications.

e)      Affinity Groups and Regional Networks: The Board establishes policies and procedures for the creation and operation of Affinity Groups and Regional Networks.

f)        Failure to pay required dues: A Member who fails to pay required dues on or before the due date set by the Board is no longer entitled to the rights of membership but must satisfy any obligations incurred while enrolled as a Member.

g)       Proposals for Board Consideration: At any time, 50 or more members may propose a matter for consideration by the Directors. The Board considers such proposals at the Directors’ next scheduled Regular or Special Meeting, provided that no less than 13 days’ notice is given following receipt of the proposal. The Board may adopt any appropriate course of action in response to the member’s proposal.

h)      Participation by Non-members: The Board may permit participation in the activities of the Society by persons who are not members on such on terms and conditions as it determines; such persons may not vote on matters put before the Members or in elections.

i)        Resignation: A Member may resign at any time by notifying the Secretary. A Member who has resigned no longer has any rights or privileges but must satisfy any obligations incurred as result of previous membership.

j)        Termination: The Board may terminate the membership of any Member at a Special Meeting called as described in Article 11 section d) at which the Member has been given an opportunity to be heard; an affirmative vote by two-thirds or more of the Board is required to terminate a membership. All rights of membership end upon termination, but any obligations incurred prior to termination must be satisfied.

7.      MEMBERSHIP MEETINGS:

a)       Membership meetings: A Membership Meeting is held every second year at the time and location of the biennial conference of the Society. Announcements of the details of the biennial conference include notice of the Membership Meeting; no other notice is required.

b)      Chair: The President of the Society or a designee chairs Membership Meetings.

c)       Rules of order: The Board may adopt rules of order for the conduct of Membership Meetings.

d)      Proposals for discussion: Members wishing to place matters into discussion at a Membership Meeting must provide written notice to the Secretary at least 30 days prior to the meeting.

e)      Resolutions to be put to the Membership: Members may, by majority vote at a Membership Meeting, recommend to the Board that it put before the Membership a resolution on any matter within the competence of the Society. The board may decline to present such a resolution for a vote or create an alternative resolution to be voted upon along with the Member-initiated resolution; the Board may also attach a statement of its view on any such proposal. For any resolution presented to the membership, its sponsors may attach a statement of reasonable length providing background information and a rationale for approval. If the Board declines to present a resolution, it will circulate to the Members a statement of its reasoning. Such resolutions are presented to the Members in an electronic ballot. A resolution is adopted if, within 30 days of the distribution of the ballot, more than one-fifth of the Members entitled to vote in elections of Directors on the date of distribution have voted and a majority of the votes are in favor of adoption.

8.      OFFICERS:

The Society has five officers who also serve as officers of the Board with the same titles: President, President-elect, Secretary, Treasurer, and Chair of the Publications Committee.

a)       Terms and election: The President and President-Elect each serve two-year terms; except as provided in section c) of this Article, the President-elect assumes the office of President after a two-year term. The President-Elect is elected by the Members of the Society and assumes the office on the 1st of January of the year following the election; a person who is serving as a Director must resign as Director before assuming the office of President-elect. The President, with the concurrence of the Board, appoints the Secretary, Treasurer, and Chair of the Publications Committee from among the Directors; these three officers serve terms of no more than two years which begin at the time of their appointment and end on December 31st of the year in which a President-elect is elected.  Appointment of a Director as an Officer does not create a vacancy on the board; an Officer whose term as Officer ends before the completion of the four-year term to which the Director was elected remains a Director for the duration of that term.

b)      Lapsed membership: An Officer whose membership in the Society lapses is considered to have resigned from the office and a replacement may be appointed immediately.

c)       Vacancies: The President, with the concurrence of the Board, may appoint any Director to fill a vacancy in any appointed Officer position for the remainder of the vacated term.

                                                   i.      In the event that the office of President becomes vacant, the President-elect assumes the office immediately for the remainder of the vacated term and serves as President for the following term.

                                                 ii.      If the Office of President-elect becomes vacant before the ballots for the forthcoming election have been prepared, the President may appoint a Director as President-elect to act in that position only until the end of the current term and the Nominations Committee includes the office of President on the ballot to elect a person to that Office to serve for the following term.

                                               iii.      If the Office of President-elect becomes vacant after ballots have been prepared for the forthcoming election, the current President remains as President ad interim at the end of the current term and continues serving in that office until an election as described in Article 9, section c) can be held to elect a Member of the Society to serve as President for the balance of the term.

d)      President: The President or designee presides at Membership Meetings of the Society and of the Board. The President carries out the decisions of the Society and the Board and superintends the performance of its activities. The President performs the other duties usually associated with the office or requested by the Society.

e)      The President-elect: The President-elect, at the request of the President or in the President's absence or disability, performs all the duties of the President. The President-elect performs other duties from time to time as assigned by the Board or the President. The President-Elect serves for two years as the President-elect and assumes the office of President immediately upon the end of the President’s term or, as provided in section c) of this Article, if the office of President becomes vacant for any reason.

f)        Secretary: The Secretary is responsible for keeping records of board actions, including overseeing the taking of minutes at all Directors’ Meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Director, and assuring that corporate records are maintained. The Secretary also oversees the maintenance of a current listing of the preferred phone numbers, e-mail addresses, postal addresses, and any scheduled alterations of any information necessary for contacting Members; when necessary, the Secretary assists with the Society’s attempts to restore communication with Members whose addresses appear to be inaccurate or out-of-date.

g)       Treasurer: The Treasurer oversees the fiscal affairs and records of the Society. The Treasurer makes a report of the state of the Society’s finances at Board and Membership Meetings of the Society, assists in the preparation of the budget and the development of fundraising plans, and makes financial reports available to the board, Members and the public. The Treasurer chairs the Finance Committee (if any) and is responsible for the records of that committee.

h)      Chair of the Publications Committee: The Chair of the Publications Committee oversees the publications portfolio of the Society and makes recommendations to the Board concerning publications and related policies.

9.      BOARD OF DIRECTORS:

The business and affairs of the Society are governed by its Board of Directors (“Directors”).

a)       Membership: The members of the Board include the President, the President-elect, and no fewer than 3 and as many as 13 additional Members of the Society elected for four-year staggered terms; as provided in Article 8, section a), the President appoints three Directors to serve as Officers for two-year terms. The Chief Executive Officer is an ex officio, non-voting member of the Board.

b)      Geographic diversity: No more than two Directors may be residents of the same country.

c)       Election: Following nomination by the Nominations Committee, an electronic ballot is distributed to the Members of the Society who are entitled to vote for Directors. Nominees who receive a plurality of votes cast for a position are elected; in the event of a tie for any office, the winning candidate is determined by drawing lots.

d)      Terms: Elected Board members serve four-year terms beginning on January 1 of the year following their election and may be re-elected for a second four-year term. A person who has served continuously during more than one term on the board must wait at least two years before becoming eligible for re-election for one or two additional terms.

e)      Vacancies: The President, with the concurrence of the Board, may appoint a Member of the Society to fill any vacancy among the members of the Board for the remainder of the vacated term.

f)        Lapsed membership: A Director whose membership in the Society lapses is considered to have resigned from the Board and a replacement may be appointed immediately.

g)       Attendance by non-members: The President may, with consent of the Board, invite any person, whether or not a Member of the Society, to attend any meeting of the Board (or part thereof) as a non-voting participant; expenses incurred by such persons in attending the meeting may be reimbursed by the Society when authorized by the Board.

h)      Board Attendance: A Board member who is absent from two consecutive regular meetings of the Board is encouraged to reevaluate with the President his/her commitment to the Society.

i)        Removal: A Director may be removed, with or without cause, following notice as described in Article 11, section d) and an opportunity to be heard, at any meeting of the Board by the affirmative vote of a majority of the Board.

10.  DIRECTORS’ POWERS AND DUTIES:

Directors are responsible for the supervision, control, and direction of the Society generally and as provided in these Bylaws.

a)       Fiduciaries: As fiduciaries, Directors have the duties of loyalty and care with respect to the Society and its Members. To exercise the duty of loyalty, a Director avoids conflicts of interest in the conduct of the affairs of the Society and uses information gained in the course of performance as a Director solely in furtherance of the best interests of the Society. To exercise the duty of care, a Director acts in all respects in the best interests of the Society and as an ordinary prudent and reasonable person would in a similar situation, including attending to and relying on information provided by reliable persons who may be Officers or employees of the Society, members of a Society Committee on which the Director does not serve, or persons with expert competence concerning the matter at hand.

b)      Policy: The Directors may, by action at a meeting, adopt or amend policies addressing the operations and management of the Society.

11.  DIRECTORS’ MEETINGS:

a)       Quorum: A majority of the voting members constitutes a quorum for a meeting of the Board. Unless otherwise required by law or these Bylaws, an affirmative vote by a majority of the Directors present is necessary for approval. Each Director has one vote; proxy voting is not permitted.

b)      Rules and procedures: The Board may adopt rules and procedures consistent with these Bylaws to guide the conduct of its meetings. The President, or designee, presides at all meetings and maintains order; in the event of any challenge to the President’s exercise of this authority, an affirmative vote by two-thirds of the Directors present is required to sustain the challenge.

c)       Regular meetings: At the first meeting when newly elected Directors begin terms, the Board determines the dates for regular meetings to be held during the current four-year term; this schedule includes at least one in-person meeting which may be at any convenient location and one or more electronic meetings (as described in section f) of this Article) during each calendar year. Except as required by Article 9, section i), the Notice for Regular Meetings need not, but may, include a description of and background information relating to any matter to be considered.

d)      Special meetings: The President or any two Directors may call for a Special Meeting. The location and time of the Special Meeting is set by the President, with the advice of the members of the Board, for a time no less than 13 days and no more than 60 days following the call for the meeting. Notice for a Special Meeting must include full description of all matters to be considered and may be accompanied by background information and other materials provided by Officers, Directors, staff or other knowledgeable persons.

e)      Notice: Notice of Meetings of the Directors is sent to every Director no less than thirteen days prior to the date of the Meeting. Notice may be given orally or in writing; written notice may include electronic transmission to an address or addresses on file with the Secretary when the Director has agreed to receive notices from the Society in that form. Notice is given when transmitted in the form and to the address on file with the Secretary; it is the Director’s responsibility to maintain the information necessary of expeditious receipt of information from the Society and failure of notice does not eliminate the Member’s responsibility to attend meetings for which proper notice has been given. The Secretary will make reasonable efforts to contact any Member whose electronic or postal addresses appear not to be functioning effectively. A Director’s presence at any Meeting constitutes waiver of notice for that Meeting unless the Director states, immediately upon arrival, that the sole reason for attendance is to object to the absence of proper notice.

f)        Electronic meetings: Directors may attend any meeting by use of any electronic communications technology that supports full participation by all attendees in deliberation of the matters considered during the meeting. Participation by means of such technology is equivalent to presence at a face-to-face meeting and is recorded as such in the minutes.

g)       Action without a meeting: Any action which may be properly taken by the Board at a meeting may also be taken without a meeting if approval in writing describing the action taken is signed (including by electronic communication in a form satisfactory to the Secretary) by every Director who is entitled vote on the matter. Approval must be recorded in the minute book either as a single document bearing the signatures of all Directors or as a group of approvals which together bear all the required signatures. When filed, these approvals have the same force and effect as approval of the action at a meeting of the Directors.

12.  COMMITTEES:

These bylaws create an ordered array of committees, as further outlined below, which reflect several levels of responsibility and authority enjoyed by them.  

a)       Executive Committee: The Society has an Executive Committee comprised of its Officers. The Executive Committee has the power to exercise all functions of the Board between meetings and to take any action required of the Board between Board meetings. The Executive Committee must report its actions to the Directors by regular communication or, if necessary, convene a Special Meeting to deliberate on action that must be taken before the next Regular Meeting. All actions of the Executive Committee must conform to its Terms of Reference and be consistent with the general policies of the Board.

b)      Board Committees: The Board may, by action at any meeting, establish a Board Committee to exercise a defined power of the Board (except that no such committee may amend these Bylaws, dispose of substantially all of the Society’s assets, or dissolve the Society).  By resolution, the Board adopts Terms of Reference which specify the authority, the membership, and the duration (which may be indefinite) of the Board Committee’s existence. The membership of a Board Committee is two or more Directors; other persons may advise it and participate in its meetings and deliberations, but only Directors may vote to authorize any action within its specified powers. A Board Committee selects a Director to serve as its chair. A Director may only serve on a Board Committee while serving as a Director but may continue as an advisor thereafter if requested to do so. There may be more than one such committee.

c)       Standing Committees: The Board may, by action at a Meeting, establish or dissolve Standing Committees to advise the Board on issues related to the management of the Society. The responsibilities and procedures of each Standing Committee are described in its Terms of Reference adopted by the Board and decisions of such Standing Committees take the form of recommendations to the Board for its consideration.

d)      Ad Hoc Committees: The Board may, by action at a Meeting, establish or dissolve Ad Hoc Committees to assist in the conduct of the Society’s affairs. The responsibilities and procedures of each Ad Hoc Committee are described in its Terms of Reference adopted by the Board which, along with the roster its current membership, are made available to the Members of the Society on the Society’s website.

13.  APPOINTED OFFICERS AND STAFF:

a)       Chief Executive Officer: The Board may appoint a Chief Executive Officer, determine the title used to describe the position, and determine the compensation of the office holder. The Chief Executive Officer is an ex officio, non-voting member of the Board. The holder of this office is the chief administrative officer of the Society and has the duties, under the direction of and reporting to the Board, to oversee the affairs of the Society, to have responsibility for the continuing operations of the Society, to assist the work of its committees, to assist in the formulation of policies and projects for submission to the Board, to execute the instructions of the President and the Board, to prepare minutes of Meetings of the Board and Meetings of the Members of the Society, to authenticate the records of the Society, and to perform such other duties as the President and the Board may direct.

b)      Term: The Chief Executive Officer is employed at the pleasure of the board on terms specified in a written job description.  The Board conducts an annual review of the performance of the Chief Executive Officer (if any).

c)       Other staff: The Chief Executive Officer appoints and supervises all other staff.

d)      With the concurrence of the President, the Chief Executive Officer signs all contracts and agreements on the Society’s behalf. Except as provided in Article 16, no other person may enter into an agreement or create a financial obligation in the Society’s name.

e)      Vacancy: In the event of a vacancy in the position of Chief Executive Officer, the President may assume the assigned duties and responsibilities ad interim or may appoint and supervise one or more other members of staff to perform some or all of those duties and responsibilities.

f)        The Society has a Registered Corporate Agent in the state of Maryland.

14.  COMPENSATION:

The Directors and Officers of the Society are not compensated for service as Directors or Officers. The Board of Directors may adopt a policy that provides for reimbursement of Directors and Officers for expenses incurred on behalf of the Society.

15.  CONFLICT OF INTEREST:

Any Director, Officer, employee, or committee member having an interest in a contract or other transaction or determination presented for recommendation, authorization, approval, or ratification must give prompt, full, and frank disclosure of that interest prior to any consideration of the matter. The Board or Committee determines, by majority vote at a meeting where a quorum is present, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is identified, the conflicted person must not participate (other than to present factual information or to respond to questions) in the discussions or deliberations, use personal influence to affect, or vote with respect to the contract, transaction, or determination. The conflicted person may be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting must reflect whether a quorum was present, the disclosures made, the result of the vote thereon, and, where applicable, the subsequent participation, if any, of the person who disclosed the possible conflict of interest.

16.  PROPERTY AND FUNDS:

a)       Contracting: Notwithstanding the restriction of Article 13, section d), the Board may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society. Such authority may be general or confined to a specific instance or matter.

b)      Authorization required: Unless authorized by the Board or Article 13, section d), no person may bind the Society to any contract or agreement, to pledge its credit, or to incur any liability in the Society’s name for any purpose or any amount.

17.  RECORDS AND ACCOUNTS:

a)       Annual budget: The Board approves, and adjusts as necessary, an annual budget for the operation of the Society. No expenditure of the Society’s funds or liability in the Society’s name may be made or created except as provided in an approved budget.

b)      External funding: The Society may solicit grants, donations, and other contributions. If any restrictions or conditions are placed on grants, donations, or contributions, the Board must acknowledge and accept the restrictions or conditions before any use is made of the funds or materials received.

c)       Financial reports: The Treasurer provides a report of the Society’s financial condition at each Board and Membership Meeting of the Society and makes financial reports available to the Members of the Society and the public.

d)      Form of records: The administrative and financial records of the Society may be kept in any convenient form, including as electronic records, provided that the President, Secretary, and Treasurer are able, at any time and without intervention of staff or any other person, to access (though not to alter) and review the records.

e)      Inspection of records: Subject to reasonable restrictions to maintain Members’ privacy and necessary confidentiality concerning the conduct of the Society’s affairs, any Member of the Society may inspect the records of the Society at a mutually agreed time at the Society’s principal office. In the event any restriction on inspection is protested by a Member, the Board considers the matter at a Regular or Special Meeting and makes a binding decision on the course of action to be followed. The Chief Executive Officer is responsible for facilitating Members’ inspection of records and may, with the concurrence of the requesting Member, make alternative arrangements that fulfill the Member’s interest without physical inspection. Any expense of assembling the records to be reviewed or of copying is the responsibility of the requesting Member.

18.  AMENDMENT:

a)       Board action: The Board may, by action at a Board Meeting, propose an Amendment to these Bylaws. No later than 60 days after the Meeting, the proposed amendment is distributed to the Members of the Society in an electronic ballot. The electronic ballot may be accompanied by statements of reasonable length supporting and/or opposing the proposal. An Amendment is adopted if, within 30 days of its distribution, it has been approved by a majority of those voting. An amendment takes effect on the date of its passage or, if a later date is specified in the proposal, on the date specified.

b)      Member action: If 50 or more Members of the Society propose an Amendment to these Bylaws in a written petition, within 60 days the proposed Amendment is distributed to the Members of the Society along with a supporting statement (if any) provided by the makers of the proposal; the Board may also distribute with the proposed Amendment a statement it has prepared commenting upon, supporting, or opposing the Amendment. An Amendment proposed by Members as provided in this section is adopted if, within 30 days of its distribution, no less than one-third of the Members who are entitled to vote on the date of distribution have returned the ballot and the Amendment has been approved by a majority of those voting.

19.  INDEMNIFICATION & INSURANCE:

The Society, to the extent permissible, indemnifies each person who serves or who has served as a director, officer, employee or agent of the Society against all expenses and liabilities, including counsel fees, judgments, fines, excise taxes, penalties and settlements reasonably incurred by or imposed upon such individual in connection with any threatened, pending or completed action, lawsuit or legal proceeding he or she is involved in as a result of his or her service in such capacity. Notwithstanding, no indemnification is provided for any such person with respect to any matter which he or she has been finally adjudicated not to have acted in good faith in the reasonable belief that such action was in the best interests of the Society. Further, any settlement or compromise payment must be approved by a majority vote of a quorum of directors who are not parties to the proceeding.

This indemnification right inures to the benefit of the heirs, executors and administrators of persons who are entitled to such indemnification. This right of indemnification under this Article is in addition to and not exclusive of any and all other rights such person may be so entitled. In the event that this Article is later repealed or amended, the rights of a person who acted on behalf of the Society at a time when this indemnification Article was in force shall not be adversely affected. The Society may, but is not required to, purchase insurance coverage for errors and omissions.

20.  DISSOLUTION:

The Society may be dissolved by action of the Board and the Members of the Society.

a)       Plan of dissolution: Approval by at least two-thirds of the Directors is required to present a plan of dissolution to the Members of the Society for a vote using an electronic ballot. The plan of dissolution is approved if, within 30 days of its distribution, no less than one-half of the Members as of the date of distribution have returned the ballot and the plan has been approved by at least two-thirds of those voting.

b)      Requirements: The plan of dissolution must meet any requirements of the laws of the State of Maryland, provide for the satisfaction of any and all obligations of the Society to its creditors, comply with any restrictions which apply to any funds or other property of the Society as a result of donations, gifts, or contributions received, and specify how any remaining assets of the Society will be distributed as required by the Code to one or more organizations which qualify as tax exempt under section 501(c)(3) of the Code.

c)       Limit on distributions: No Director, Officer, Member of the Society, or any individual or organization not described in section b) may receive any distribution of the Society’s assets at the time of its dissolution.


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