By-Laws

• Article I, Meeting of Members
• Article II, Directors
• Article III, Officers
• Article IV, Executive Director
• Article V, Committees
• Article VI, Membership
• Article VII, Amendments
• Article VIII, Copies of By-Laws

(AS AMENDED NOVEMBER 1993)

ARTICLE I. MEETING OF MEMBERS

Section 1. Annual Election Meeting

An Annual Election Meeting of the Baltimore American Indian Center (BAIC) shall be held once a year at such time between October 1 and December 31 at such place as the Board of Directors shall determine. The Secretary shall serve personally, or by mail, a written notice thereof, no less than five day previous to such meeting, addressed to each head of household member at his/her address as it appears on the official membership list of the Corporation. The election meeting may be scheduled for the same day as a regular meeting of members, but shall be held separately following the regular meeting.

If the election meeting is held the same day as the regular meeting, then the election meeting shall be held separately from the regular meeting.

Section 2. Regular Meetings

Section 3. Special M eetings

Section 4. Voting

A. Regular and Special Meetings

At all regular and special meetings of the membership, each member good standing of the Corporation, eighteen years and older, shall be entitled to one vote. Votes may only be cast in person.

B. Election Meeting

At an election meeting, each member in good standing of the Corporation, eighteen years and older, who have attended at least two (2) community meetings during the previous year shall have one (1) vote. Votes shall only be cast in person.

Section 5. Quorum

The members present at a duly called meeting shall constitute a quorum at all meetings of the members for the transaction of business.

ARTICLE II. Directors

Section 1. Number

The affairs and business of this Corporation shall be managed by a Board of Directors composed of nine (9) members who are members of the Corporation.

Section 2. How Elected

The chairperson of the nominations committee shall be appointed by BAIC Board of Directors and shall be composed of no more than five (5) members. At least four (4) weeks prior to the Annual Election Meeting of members, the nominations Committee shall nominate at least nine (9) persons to run for the offices of directors. The nominations committee shall present its slate of candidates for the offices of directors at least two weeks prior to the Annual Election Meeting of members following prior approval of the nominations committee. At that time, any member may add to the slate of candidates by nominating a member of his/her own choice. At the Annual Election Meeting of the members, those nominated persons present receiving the largest votes shall be directors and shall constitute the Board of Directors for the ensuing term.

Section 3. Voting Procedures

Voting will be by secret ballot and will cease when the first ballot is counted. Ballots will be counted by three counters and one watcher who will be appointed by the Chairperson of the Board or his/her designate.

Section 4. Term of Office

No director shall serve more than two consecutive terms of three (3) years. The normal term of elected office shall start January 1 for a 24 month period or until a successor duly qualifies and succeeds.

Section 5. Duties

The Board of Directors shall have the control and general management of the affairs and business of the Corporation. The Board of Directors shall retain legal counsel as necessary. Such directors shall in all cases act as a board, regularly convened, by a majority, they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these By-Laws and the laws of Baltimore City, the State of Maryland, or the Federal Government. Committees shall be appointed by the Board of Directors. The decisions of the board shall be reflective in the BAIC Administrative Policies and Procedures Manual.

Section 6. Directors Meetings

Directors meetings will be held monthly. Special meetings of the Board of Directors may be called by the Chairperson of the Board at any time, and shall be called by the Secretary upon the written request of more than one-half of the directors. Any member who wishes may attend any meeting of the Board of Directors. Any member who wishes to address any issues to the Board of Directors must contact the executive director or chairperson of the board at least five day before the meeting to be included on the board agenda. Any member who behaves in a disorderly or rude fashion at the meeting of the Board of Directors shall be removed. Agendas are set prior to the board meeting.

Section 7. Notice of Meetings

Board members shall receive notice of all meetings at least ten (10) days before the date designated for such meetings.

Section 8. Quorum

At any meeting of the Board of Directors, five (5) members out of nine (9)of the board shall constitute a quorum for the transaction of business. In the absence of a quorum of the board of directors, the executive committee shall/may conduct necessary business of the corporation. Any and all action taken by the executive committee must be ratified in the next scheduled meeting of the board.

Section 9. Voting

At all meetings of the Board of Directors, each director is to have one vote.

Section 10. Vacancies

Vacancies in the board occurring between Annual Election Meetings shall be filled for the unexpired portion of a term by a majority vote of the board at any meeting at which a quorum is present.

Section 11. Removal of Directors

A. Reason for Removal
Members of the Board of Directors may be removed from office for one of the following reasons:

1. failure to attend at least one board meeting in a given three-month period;
2. failure to attend at least eight board meetings in a calendar year;
3. conviction of a felony;
4. the conscientious failure to carry out the duties of an elected board member. ; and/or
5. for entering into daily operations of the Corporation without the authority as either an officer of the Corporation or as directed by resolution of the Board of Directors.

B. Method of Removal
Upon filing of a complaint by any member of the Corporation and a two-thirds vote of the Board of Directors, a Board of Inquiry shall be appointed to conduct an investigation into an alleged misconduct. The Board of Inquiry shall be composed of two (2) members of the Board of Directors and five (5) members of the membership at large. The Board member under investigation shall be afforded all due process during the inquiry.

All persons who are appointed to the Board of Inquiry who are not members of the Board of Directors shall execute a confidentiality agreement before they shall be eligible to sit with the Board of Inquiry. The period of inquiry shall last no longer than fifteen (15) days, and no less that five (5) days. At the end of the fifteen (15) day period the Board of Inquiry shall by majority vote render a decision to retain or remove the indicted director. An appeal to any decision made by the Board of Inquiry shall be available to either the director indicted or the member originally filing the complaint within ten (10) days of notification of the ruling. Upon appeal of the decision of the Board of Inquiry by either party the Board of Directors shall overturn, remand or uphold the ruling of the Board of Inquiry within thirty (30) days of receiving the appeal. During the period of inquiry, the board member under investigation shall be suspended from the duties of office.

Section 12. Election of Board Officers

The Board of Directors shall, at its first regular meeting for the ensuing term after the Annual Election Meeting, elect by majority vote officers of the Board, who shall hold office until the next regular meeting of the ensuing term after the Annual Election Meeting. The Chairman of the board shall preside at all meetings of the members.

Section 13. Waiver of Notice

Whenever a member of the Board of Directors is authorized to have notice of a meeting of the Board of Directors, such member may, in writing, waive before or within five (5) days after the holding of the meeting, the notice to which he or she was entitled as pertains to Maryland law.

ARTICLE III. OFFICERS

Section 1. Number

1. Chairperson of the Board of Directors
2. Vice-Chairperson of the Board of Directors
3. Secretary of the Board of Directors
4. Treasurer of the Board of Directors

Section 2. Elections

All officers of the Corporation shall be elected at the regular meeting of the Board of Directors and shall hold office for the term of one year or until their successors are duly elected and take office. An officer must be a member of the Corporation. The Board of Directors may designate such other offices, officers, and positions as it may deem necessary from time to time to perform such duties as shall be prescribed by the board.

Section 3. Duties of Officers

A. Duties of the Chairperson of the Board of Directors

The Chairperson of the Board or of the Vice Chairperson, in the absence of the Chairperson, shall attend and preside at all meetings of the members and of the Board of Directors. He/She shall request the executive director to prepare the agenda for all meetings of members and of the Board of Directors with the advice and approval of the Board of Directors. He/she shall cause to be called regular and special meetings of the members and the Board of Directors in accordance with these By-Laws. He/She shall be responsible to see that the work of the Corporation is carried out to the satisfaction of the Board of Directors and community.

B. Duties of the Vice Chairperson

Shall serve in the absence of the Chairperson.

C. Duties of Secretary of the Board of Directors

The Secretary of the board, with the assistance of the staff secretary, will be responsible for accurate records of all meetings of the Corporation. He/She shall read and make available to members copies of minutes of previous meetings of members. He/She shall be responsible for minutes of previous meetings of the Board of Directors.

In addition, the Secretary shall be responsible for giving notices of meetings at least ten (10) days in advance and shall be responsible for all correspondence of the Corporation. He/She shall keep a periodical check of the official membership list to be sure that it is up-to-date, including the names and addresses of the members of the Corporation arranged in alphabetical order, and shall make such list readily available for inspection at the principal office of the Corporation at reasonable times by an interested member of the Corporation for a legitimate purpose to be determined by the Executive Director.

D. Duties of Treasurer of the Board of Directors

The Treasurer or his/her designate shall have the care, custody and responsibility for all the funds in the name of the Corporation. The Treasurer shall sign, make, and endorse, in the name of the Corporation all checks, drafts, warrants, orders and all other financial transactions for the payment of money and shall pay out and dispose of the same and receipts thereof. The Treasurer shall approve all electronic transfer of funds or orders or reimbursements from any grant or contract, and shall perform such transactions or shall designate in writing such person to perform electronic transfer of funds at the Treasurer's request. The Treasurer will dispense money only on written order (voucher) signed by the Executive Director The Treasurer or designate shall be responsible for making available all financial records of the Corporation during office hours.

The Treasurer shall be responsible, with the assistance of the program comptroller, fiscal officer, and/or bookkeeper of the Corporation, for making a financial report of the condition and affairs of the Corporation at each regular meeting of the members and Board of Directors, and at such other times as shall be required of him/her.

The Treasurer shall, if required by the Board of Directors, give to the Corporation such security for the faithful discharge of his/her duties as the board may direct. The costs of posting a bond shall be paid for by the Corporation.

Section 4. Compensation of Board of Directors

No member of the Board of Directors shall receive any financial compensation as a result of his/her duties as a member of the board. A director may not be an employee of the Corporation, may not sign a contract with the Corporation, may not sell or purchase supplies for the Corporation, and may not use any corporate equipment for any non-community activities.

ARTICLE IV. EXECUTIVE DIRECTOR

The Executive Director, shall serve at the pleasure of the Board of Directors. He/she shall develop new programs upon the approval of the Board of Directors. He/She shall also report to the Board of Directors and at the meeting of the membership, at the Board of Directors' request.

The Executive Director shall sign all contracts and agreements in the name of the Corporation after the Board of Directors has passed and approved the resolution engaging the Corporation.

The Executive Director shall sign all notes, checks, drafts, warrants or other orders for the payment of money which are duly drawn by the Treasurer. The Executive Director shall carry out the administrative Policies and Procedures of the agency.

ARTICLE V. COMMITTEES

Section 1.

Committees of the Corporation shall be appointed by the Board of Director. Standing committees of the Corporation shall be composed of at least three (3) persons, with other persons added as the need arises.

One board member shall serve on each standing Committee (except the executive committee) and shall serve on no more than two committees. These committees shall be:

A. Executive Committee
B. Finance Committee
C. Personnel Committee
D. Special Events Committee
E. Nominations Committee

Section 2. Duties of Committees

A. Executive Committee - serves as a steering committee and may conduct the board's business between meetings. Any and all action taken by the executive committee must be ratified in the next scheduled meeting of the board.

B. Finance Committee - functions to review the agency's fiscal operations and to make detailed studies of proposed and amended budget requests. This committee works closely with the program's fiscal staff (bookkeeper, accountant, fiscal officer, etc..).

C. Personnel Committee - is to develop/update personnel policies.

D. Special Events Committee or Committees - shall plan and assist in implementing events, fundraising activities, entertainment, sponsor youth activities and recreation. They shall exchange information, ideas and work in conjunction with other groups, organizations and agencies. Shall consist of one staff, one board member and three community members (must be a member of the Corporation).

E. Nominations Committee - shall nominate at least nine (9) persons to run for the Board of Directors. It shall present a slate of candidates for the Board of Directors to the membership at least two (2) weeks prior to the Annual Election Meeting. The Nominations committee will maintain a file of potential board candidates.

Each committee shall be responsible for keeping up-to-date minutes of meetings and report to the Board of Directors at regular intervals its progress, action taken or recommendations for prior approval by the Board of Directors.

ARTICLE VI. MEMBERSHIP

Section 1. Becoming a Member

Any Person may become a member of the Corporation, provided that the individual:

A. Expresses, by word or deed, any interest in becoming a member of the Corporation, and who is willing to abide by these By-laws.

B. Membership is for a lifetime.

The Secretary, upon approval of the BAIC Board of Directors, shall send a membership card to each approved member. Applications will be available at the Baltimore American Indian Center during regular business hours.

Section 2. Removal

A. Reason for Removal.

Members of the center may be removed by the Board of Directors for any of the following reasons: 1) failure to observe the Center rules, intoxication and/or disorderly conduct at any Center meetings; and 2) failure to act in a manner consistent with the goals of the Baltimore American Indian Center.

B. Method of Removal

A member may be removed by a vote of the board of directors after the member has been given the due notice of the action under consideration and has been given the opportunity to present to the board other evidence or reasons that the action should not be taken.

ARTICLE VII. AMENDMENTS

How Amended - these By-Laws may be amended, altered, repealed or added to at any meeting of the membership by a majority vote, provided that the proposed changes have been submitted to and recommended by the Board of Directors and shall have been submitted in writing to the members at least twenty (20) days prior to the meeting.

ARTICLE VIII. COPIES OF BY-LAWS

By-Laws and all amendments shall be available to any member of the Corporation who, from time to time, may request a copy thereof. In the event of an amendment of the By-Laws, the amendment shall also be available and distributed ln the same way.