BYLAWS OF THE COMMUNITY FOUNDATION OF HOWARD COUNTY
BOARD OF TRUSTEES
Section 1.01. Powers. The business and affairs of the Corporation shall be managed by the Board of Trustees, which may delegate to any of its committees such of its powers as are not otherwise required by these By-Laws or the Articles of Incorporation to be exercised by it.
Section 1.02. Number and Election of Trustees. By vote of a majority of the Board of Trustees, the number of Trustees may be increased or decreased, from time to time, not exceeding thirty nor less than five, but the tenure of office of a Trustee shall not be affected by any decrease in the number of Trustees so made by the Board. An individual may be elected to serve two or more terms, no more than two of which may be consecutive except as provided in Sections 1.04 and 3.08.
Section 1.03. Nomination and Election of Trustees. There shall be an election of Trustees in the month of May each year. Trustees shall commence their terms on July 1. Nominations shall be presented by the Board Development & Nominating Committee for initial consideration by the Board at the March meeting of the Board of Trustees. Any Trustee may make additional nominations to the Board Development Committee prior to the April meeting; nominations shall be submitted for consideration by the Board of Trustees at the April meeting. No additional nominations shall be made after the conclusion of the April meeting unless the Board of Trustees shall otherwise request such nominations by majority vote.
Section 1.04. Term of Office. Each term of office for a Trustee shall be three (3) years provided however, that the term of office for any Trustee who has been elected as an officer of the Corporation may be extended for so long as such Trustee continues to hold office as an officer. The terms of office shall be staggered so that no more than One-third (1/3) of the Trustees end their terms in any one year.
Section 1.05. Composition of the Board. The Board of Trustees shall collectively represent a broad diversity of interests, experience, expertise, geography (within Howard County), and background.
Section 1.06. Vacancies. Any vacancy occurring on the Board of Trustees may be filled by a majority vote by a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall be elected to hold office for the balance of his predecessor’s term. This shall not prohibit an individual from being elected to two full consecutive terms in accordance with Section 1.02; and shall not prohibit their term of office to be extended pursuant to Section 1.04 and Section 3.08 if Trustee is elected to an Officer position.
Section 1.07. Meetings. The Board of Trustees shall meet at least quarterly during each calendar year. An annual meeting of the Board of Trustees shall be held in the second quarter of each calendar year.
Section 1.08. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the Chair of the Board of Trustees or by the Board of Trustees by a vote at any meeting. Such special meetings shall be held at such places as are designated in the calls.
Section 1.09. Removal of Trustees. At any meeting if the Trustees, duly called and at which a quorum is present, the Trustees may, by two-third (2/3) vote, remove any Trustee from office and may elect a successor to serve for the balance of the term of such removed Trustee, provided however, that the notice of the proposed action be given to all trustees in accordance with the notice requirements of Section 1.10. The Trustees may remove a Trustee for failure to act in accordance with Trustee Responsibilities attached hereto to the Bylaws and to be incorporated by reference; said Trustee Responsibilities may be amended from time to time by a majority vote by a quorum of the Board of Trustees.
Section 1.10. Notice of Meetings. Notices of the place, day and hour of every meeting shall be given by the Chair of the Board to each Trustee at least two days before the meeting, by delivering the same to him or her by e-mail, telegraph or facsimile, or by delivering the same at his or her residence or usual place of business, or, in the alternative, by mailing such notice at least three days before the meeting, postage prepaid, and addressed to him or her at the last known post office address, according to the records of the Corporation. Unless required by these By-Laws or by the resolution of the Board of Trustees, no notice of any meeting of the Board of Trustees need state the business to be transacted thereat. No notice of any meeting of the Board of Trustees need be given to any Trustee who attends, or to any Trustee who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board of Trustees, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.
Section 1.11. Quorum. At all meetings of the Board of Trustees, two-fifths (2/5) of the entire Board of Trustees shall constitute a quorum and said quorum shall constitute a duly called meeting for the transaction of business. Except in cases in which it is by statute, by Articles of Incorporation or by the By-Laws otherwise provided, the vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Trustees present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the adjourned meeting as originally notified. The Trustees present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough trustees to leave less than a quorum.
Section 1.12. Informal Action by Trustees. Any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if a written consent to such action, which may be in the form of e-mail, is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board or committee.
Section 1.13. Action. The action of the majority of the Trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable statute or any provision of these Bylaws.
Section 1.14. Telephone Participation. Members of the Board of Trustees may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.
Section 2.01. Standing Committees. There shall be the following standing committees: Executive, Development, Finance, Grant Review, Communications and Marketing, Investment, Management Review, and such other special committees as may be adopted by the Board of Trustees from time to time. The Executive Committee shall be comprised of all of the officers of the Corporation, the chairperson of each standing committee, and such other Trustees as the Board of Trustees may designate and shall oversee the work of standing committees and make decisions when the Board of Trustees is not available to act, as determined by the Chair. It shall be the responsibility of the Development Committee to raise funds. The Finance Committee provides oversight of the Foundation’s financial affairs, including the Foundation’s financial condition, financial planning, operational and capital budgeting, debt structure, and other significant financial matters involving the Foundation. The Grant Review Committee shall evaluate all proposals received and make recommendations for approval or disapproval to the Board of Trustees. The Communications and Marketing Committee shall develop methods of communicating with and marketing to contributors and the public. The Investment Committee shall oversee endowment contributions and the investments of those contributions. The Management Review Committee shall oversee personnel polices and internal office processes and procedures.
Section 2.02. Board Development & Nominating Committee. There shall be a Board Development Committee appointed no later than February of every year comprising the Vice Chair, who will serve as the chairperson of the committee, and not less than two Trustees. It shall be the duty of the Board Development Committee to focus on the present and future needs of the Board of Trustees including the nominations for the offices of Chair, Vice Chair, Secretary, and Treasurer; and to present nominations for all expiring terms of members of the Board. The Committee shall report its recommendations for the officers and Board of Trustees at the April meeting of the Board of Trustees pursuant to Section 3.01; and nominations for Trustees at the March meeting pursuant to Section 1.03.
Section 2.03. Committees Generally. By resolution adopted by a majority of a quorum of the Board of Trustees, the Board may provide for such other standing or special committees with such powers and duties as it deems desirable and may discontinue the same at its pleasure. Chairpersons of such committees shall be appointed by the Chair of the Board and must be a member of the Board. Each Committee will have a written charter, processes for the committee and scope of work. Each committee shall keep full and fair accounts of its transactions. Vacancies on any committee shall be filled by the chairperson of the committee with approval by the Executive Committee or as otherwise authorized by resolution of the Board. It is preferable, though not mandatory, that Board members constitute a majority of a committee.
Section 2.04. Meetings of Committees. Each committee shall fix its own rules or procedure and shall meet as provided by such rules or by resolution of the Board of Trustees. Unless otherwise provided by such rules or by such resolution, all provisions of Section 1.01 relating to meetings of the Board of Trustees including notice and quorum shall govern the meetings of committees.
Section 3.01 Terms of Office. The Trustees of the Corporation shall elect a Chair, a Vice Chair, a Secretary and a Treasurer and such other officers as it deems advisable. Officers shall commence their term on July 1 and will serve for a term of two (2) years, or until he or she shall have resigned or shall have been removed from office. Any vacancy in any of the offices may be filled for the unexpired term by the Board of Trustees, at any regular or special meeting. A Trustee elected to fill a vacancy shall be elected to serve the balance of his predecessor’s term. This shall not prohibit an individual from being elected to serve a full two year term as officer in accordance with expiration of the predecessor’s term.
Section 3.02. Nomination, Election and Installation of Officers. The officers of the corporation shall be elected annually and installed at the May meeting of the Board of Trustees. Nominations for officers shall be delivered by e-mail, facsimile, or mail to Trustees seven (7) days before the April meeting by report of the Board Development Committee. Other nominations may be made at the April meeting of the Board.
Section 3.03 Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Trustees at which he/she shall be present; and in general he/she shall perform all such duties as assigned from time to time to him/her by the Board of Trustees. Unless the Board of Trustees shall otherwise direct, he/she may sign and execute in the name of the Corporation all authorized deeds, mortgages, bonds, contracts or other instruments as authorized by the Board of Trustees.
Section 3.04. President. The President (who may also be referred to as the President and Chief Executive Officer) shall be the chief executive officer of the Corporation and shall have general charge and supervision of the business of the Corporation; he/she may sign and execute in the name of the Corporation all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated, by resolution of the Board, to some other officer or agent of the Corporation; and, in general, he/she shall perform all duties incidentto the office of a chief executive of a corporation, and such duties as, from time to time may be assigned to him/her by the Board of Trustees. Unless the Board of Trustees shall otherwise provide, the President shall also perform the duties of an executive director and shall be in charge of the daily operation of the Corporation and shall perform such duties as may be assigned by the Board of Trustees and by the Chair of the Board. The President shall be a member of the Board of Trustees.
Section 3.05 . Vice Chair. The Vice Chair shall act on behalf of the Chair when the Chair is unable to perform the duties of his office; when so acting, the Vice Chair shall have all the powers of the Chair. He/she shall also serve as the Vice Chair of the Board of Trustees.
Section 3.06. Secretary. The Secretary shall ensure that the minutes of the meetings of the Board of Trustees are kept in books provided for the purpose; he/she shall oversee that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; he/she shall see that the corporate seal is affixed to all documents the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed may attest the same; and in general, he/she shall perform all duties incident to the office of secretary of a corporation and such duties as, from time to time, may be assigned to him/her by the Board of Trustees.
Section 3.07. Treasurer. The Treasurer shall ensure that all funds, securities, receipts and disbursements of the Corporation, and any deposit, in the name of the Corporation, of monies or other valuable effects in such banks, trust companies or other depositories are handled in accordance with approved processes and procedures. Furthermore, he/she shall render to the Board of Trustees, whenever requested, an account of the financial condition of the Corporation, and, in general, he/she shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned to him/her by the Board of Trustees.
Section 3.08 Immediate Past Chair. The Board of Trustees may elect the outgoing Chair of the Board of Trustees to the officer position of Immediate Past Chair. Any person serving in such position shall not be subject to the limitation set forth in the last sentence of Section 1.02 and Section 1.04.
Section 3.09. Additional Officers. The Board of Trustees may from time to time appoint Counsel to the Board of Trustees and such additional officers as it may deem desirable. Each such officer shall perform such duties as the Board of Trustees or the President may prescribe.
Section 3.10. Compensation. The Board of Trustees shall have the power to fix the compensation of the President/Chief Executive Officer and any other officer (if an employee of the Corporation). It may authorize any committee or officer, upon whom the power of appointing additional officers may have been conferred, to fix the compensation of any employees.
Section 3.11. Removal. Any officer of the Corporation may be removed by the Board of Trustees whenever, in its judgment, the best interests of the Corporation will be served thereby.
Section 4.01. Checks, Drafts, etc. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall be signed by the President and/or such of the officers and/or Trustees as may from time to time be provided by resolution of the Board of Trustees.
Section 4.02. Annual Reports. There shall be prepared annually a full and correct statement of the affairs of the Corporation, including an audited balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at a regular meeting of the Trustees and filed within twenty days thereafter at the principal office of the Corporation in the State. Such statement shall be reviewed by the Treasurer and Investment Committee or such other executive officer of the Corporation as may be designated by the Board of Trustees.
Section 4.03. Fiscal Year. The fiscal year of the Corporation shall be the calendar year, unless otherwise provided by the Board of Trustees.
Section 4.04. Variance Power. The Board shall have the power to modify any restriction or condition on the distribution of funds for any specified charitable purposes or to specified organizations if in the sole judgment of the board (without the approval of any trustee, custodian, or agent), such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment or inconsistent with the charitable needs of the community or the area served. The Board shall cause the Corporation to include in any agreement pursuant to which a designated fund is created a provision that includes language describing this variance power.
Section 5.01. Seal. The Board of Trustees shall provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Trustees may authorize one or more duplicate seals and provide for the custody thereof.
Section 5.02. Bonds. The Board of Trustees may require any officer, agent or employee of the Corporation to qualify for any bond required of the Corporation conditioned upon the faithful discharge of his or her duties.
Section 5.03. Voting on Shares in Other Corporations. Any shares in other corporations or associations, which may from time to time be held by the Corporation, may be voted at any meeting of the shareholders thereof by the Chair as approved by resolution by a majority of the executive committee. The Board of Trustees, however, may by resolution appoint some other person or persons to vote such shares, in which case such person or persons shall be entitled to vote such shares upon the production of a certified copy of such a resolution.
Section 5.04. Indemnification. The Corporation shall maintain an insurance policy to protect Trustees in conjunction with their performance of their duties as they related to the Corporation. To the maximum extent covered under the Corporation’s Directors and Officers liability policy in effect , the Corporation shall indemnify, and shall pay or reimburse reasonable expenses in advance of final disposition of the threatened, pending or completed action, suit, investigation or proceeding to, (i) any individual who is a present or former director or officer of the Corporation or (ii) any individual who serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director or officer of such corporation or as a partner or trustee of such partnership, joint venture, trust or employee benefit plan at the request of the Corporation, if that individual incurs such expenses by virtue of service to or on behalf of the Corporation.
Neither the amendment nor repeal of this Section, nor the adoption or amendment of any other provision of the By-Laws or charter of the Corporation inconsistent with this Section, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
Section 5.05. Amendments. Any amendment to these By-Laws may be adopted at any meeting of the Board of Trustees, provided that, at least ten days prior to such meeting, a full statement of the proposed amendment shall have been sent to all Trustees. Such amendment must be approved by the affirmative vote of at least two-thirds of those Trustees present.