____________________ NEIGHBORHOOD ASSOCIATION, INC.
1. NAME AND PURPOSES: The name and purposes of the corporation (hereinafter known as "the Corporation") are set forth in the Articles of Incorporation.
2. PRINCIPAL OFFICE OF THE CORPORATION: The principal office of the Corporation shall be in such location within Wicomico County, the State of Maryland, as designated from time to time by the Board of Directors.
3. MEMBERSHIP: The Directors of the Corporations shall constitute its members, for purposes of the Corporations and Associations Article of the Maryland Code.
4. DIRECTORS:
a) Classes. There shall be only one class of Directors.
b) Number and Composition. The Board of Directors shall be composed of no more than THIRTEEN persons.
c) Election. At each Annual Meeting of the corporation, the Directors to serve for the ensuing year shall be elected by a vote of at least eight of the existing Directors.
d) Term and Vacancies. Each Director shall hold office for a term of two years, subject to re-election, or until a successor is duly elected. A vacancy occurring for any reason shall be filled by a vote of at least five of the remaining Directors.
e) Voting. Each Director shall have only one vote. Proxy voting shall be allowed, provided votes are submitted in writing.
f) Quorum. A quorum for the transaction of business shall be at least seven of the members of the Board of Directors.
g) Removal. A Director may be removed, with or without cause, as determined by a vote of five members of the Board. Absence at three consecutive meetings of the Board shall constitute presumptive grounds for removal, subject to a vote of the Board.
h) Resignation. A Director may resign only by submitting a written resignation to the President, or to the other Directors, if the resigning Director is the President.
5. OFFICERS:
a) In General. The officers shall consist of the President and Vice-President, Secretary and Treasurer, all of whom shall be voting members of the Board, and shall be elected annually for terms of one year, by a vote of at least seven members of the Board, from among its existing members. The Board may also elect, from among its number, such other officers as may be necessary from time to time.
b) Authority and Duties. The officers of the corporation shall have such authority and duties as are customary for such positions, or as may be vested in them from time to time by a vote of at least five Directors.
6. MEETINGS: The annual meeting of the corporation shall be held each year in January, or as soon as practical thereafter, as determined by the Board of Directors. The Board shall have meetings periodically, but at least every three months, as scheduled by the President or called for by at least six of the members of the Board of Directors. Notice of each meeting shall be given to the Directors at least fifteen days before the date designated for such meeting.
7. COMMITTEES: The Board of Directors may create such committees as may be deemed necessary from time to time. The chairperson of each committee shall be appointed by the President, subject to the approval of the Board. The members of the committee may consist of both members and non-members of the Board of Directors.
8. INDEMNIFICATION: The corporation may indemnify Directors, officers, employees or agents of the corporation to the full extent permitted by law.
9. FISCAL YEAR: The fiscal year of the corporation shall be the calendar year.
10. ACTION WITHOUT MEETING: Any action which may properly be taken by the Board of Directors assembled in a meeting may also be taken without a meeting, on one of two conditions, either: a) consent in writing setting forth the action and signed by a quorum of the Directors entitled to vote with respect to the action; or b) ratification of the action by the requisite vote of a quorum of the Board at a subsequent meeting.
11. AMENDMENTS: These Bylaws may be amended by a vote of five members of the Board of Directors, provided the proposed amendments have been submitted in writing to all of the Directors, with written notice of a meeting, at least fifteen days before the scheduled date for such meeting.
Adopted this __th day of ____________ 20____.
__/s/ John Smith_________
Chair/President
__/s/ Sally Jones_________
Secretary
