February 23, 2010
AMENDED AND RESTATED BYLAWS OF
GREATER BALTIMORE CANOE CLUB, INC. (a Maryland nonstick corporation)
ARTICLE I MEMBERS
Section 1 Members: Any individual who subscribes to the purposes and policies of
the Corporation may become a member of the Corporation for a particular calendar year upon payment of dues for such calendar year and compliance with such other conditions of membership as may from time to time be established by the Board of Directors.
Section 2 Dues: Annual membership dues shall be as established from time to time by the Board of Directors. In accordance with rules prescribed by the Board of Directors, a single payment of membership dues shall extend to and cover all individuals wishing to become members of the Corporation who are members of the same immediate family or who reside in the same household and who otherwise comply with the conditions of membership established by the Board of Directors.
Section 3 Location of Members’ Meetings: All meetings of members shall be held at such place within the State of Maryland as may from time to time be designated by the Board of Directors, which location shall be duly set forth in the notice of such members meeting.
Section 4 Annual Meeting of Members: The annual meeting of the members for the purpose of election of Directors and for the transaction of such other business as may be brought before the meeting shall be held during the month of November or at such other time as may be adopted by the Board of Directors.
Section 5 Special Meetings: Special meetings of the members may be called by the President or by a majority of the Board of Directors. Business transacted at any special meeting shall be confined to the purposes stated in the notice of the meeting.
Section 6 Notice of Members’ Meetings: It shall be the duty of the Secretary at least ten (10) days before the date of each annual meeting, and each special meeting at which any business is to be conducted, to give each member written notice stating the time and place of the meeting, and, in the case of a special meeting at which any business is to be conducted, the purpose or purposes for which the meeting is called. Such notice shall be given either by mail or, if the member has authorized the delivery of notices in such fashion, by email. If mailed, such notice shall be deemed to have been given when deposited in the United States mail addressed to the member at his or her post office address as it appears on the records of the Corporation, with postage thereon prepaid. In the case of members of the Corporation who are members of the same immediate family or the same household by virtue of which only a single payment of membership dues has been made for the year, it shall be sufficient that notice is sent to any one of such members.
Section 7 Right to Vote. Each member of the Corporation then in good standing shall be entitled to cast one (1) vote on any matter on which a vote of the members is taken.
Section 8 Quorum: At any meeting of the members that has been duly called and of which notice has been given in accordance with these Bylaws, the presence in person or by proxy of members entitled to cast at least twenty five (25) votes thereat shall constitute a quorum. Except in cases in which it is by the laws of Maryland, by the Charter of the Corporation, or by these Bylaws otherwise provided, a majority of the votes cast at a meeting of members, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter that may properly come before the meeting.
Section 9 Adjournment of Meetings: If at any annual or special meeting of members a quorum fails to attend in person or by proxy, a majority of the members entitled to vote attending in person or by proxy may, without further notice, adjourn the meeting from time to time, to a date not more than ninety (90) days after the original meeting date, to the same place until a quorum shall attend and thereupon any business may be transacted that might have been transacted at the meeting as originally called had the same been then held.
Section 10 Chairman: The President of the Corporation or, in the President’s absence, the Vice President shall call meetings of the members to order and shall act as Chairman of such meetings. In the absence of both the President and Vice President, a Chairman shall be chosen by the members present.
Section 11 Secretary: The Secretary of the Corporation shall act as Secretary of all meetings of the members, but, in the absence of the Secretary of the Corporation, the presiding officer may appoint any person to act as Secretary of the meeting.
Section 12 Proxies: At each meeting of the members, every member then entitled to vote shall be entitled to vote in person or by proxy appointed by instrument in writing, signed by such member or by his or her duly authorized attorney-in-fact and delivered to the Secretary of the meeting. No proxy shall be valid beyond the end of the calendar year in which it is granted.
ARTICLE II BOARD OF DIRECTORS
Section 1 Management: The business, property, and affairs of the Corporation shall
be managed and controlled under the direction of the Board of Directors, the members of which shall at all reasonable times have access to the books and records of the Corporation.
Section 2 Directors Ex Officio. The then-serving President, Vice President (if any), Secretary, and Treasurer of the Corporation, and the former President of the Corporation who has most recently completed his or her term of office, shall, automatically and by virtue of such positions, constitute Directors of the Corporation.
Section 3 Number of Directors; Qualification: The number of Directors shall be as from time to time established by the Board of Directors but shall never be less than five (5),
which number shall include the Executive Officers and immediate past President serving as Directors as provided in Section 2. The number of Directors may be increased at any time and from time to time between annual meetings of the members with the approval of a majority of the entire Board, and the Board of Directors may fill the vacancies created by any such increase. Each Director shall be a member of the Corporation.
Section 4 Election of Directors and Terms of Office: At each annual meeting of the members, the members shall elect Directors to hold office until the next succeeding annual meeting and until their successors are elected and qualify. A Director may resign at any time.
Section 5 Removal: At any meeting of the Board of Directors called for such purpose, the Board of Directors may, by the affirmative vote of a majority of the remaining Directors, remove any Director or Directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of the removed Directors.
Section 6 Vacancies: In the event of any vacancy on the Board of Directors through death, resignation, or disqualification, the remaining Directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant and until the election of his or her successor.
Section 7 Place of Meetings: The Directors may hold their meetings in such place or places in the State of Maryland or outside of the State of Maryland as the Board from time to time may determine. Any Director may participate in any meeting by means of a conference telephone or similar communications equipment and, provided that all persons participating in the meeting can hear each other at the same time, such participation shall constitute presence in person at the meeting.
Section 8 Regular Meetings: After each meeting of members at which a Board of Directors shall have been elected, the Board of Directors so elected shall meet as soon as practicable for the purpose of organization and the transaction of other business, on such date and at such time and location as may be determined by the Board of Directors or, if no date, time, or location is so determined, as specified by the President. Other regular meetings of the Board of Directors shall be held on such dates and at such places within or without the State of Maryland as may be designated from time to time by the Board of Directors.
Section 9 Special Meetings: Special meetings of the Board of Directors shall be held whenever called by direction of the President or at the request of any three Directors then in office.
Section 10 Notice: The Secretary shall give notice of each special meeting of the Board of Directors by mailing the same at least five (5) days before the meeting, or by emailing the same at least three (3) days before the meeting, to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted.
Section 11 Quorum: A majority of the Directors shall constitute a quorum for the transaction of business; but if at any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time for a period not exceeding ten (10) days in the aggregate until a quorum shall be present.
Section 12 Order of Business: At meetings of the Board of Directors, business shall be transacted in such order as the Board of Directors may from time to time determine.
Section 13 Directors Holding Over: In case of failure to hold an election of Directors at the designated time, the authority of the Directors holding over to manage the business and affairs of the Corporation shall continue until their successors are duly elected and qualify.
Section 14 Compensation of Directors: Directors shall not receive any compensation for serving as such.
Section 15 Informal Action by Directors: Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent to such action 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.
ARTICLE III OFFICERS
Section 1 Executive Officers: The Executive Officers of the Corporation shall be a
President, a Secretary, and a Treasurer, and, as the Board of Directors may from time to time determine, a Vice President.
Section 2 Election of Officers and Terms of Office: At each annual meeting of the members, the members shall elect the Executive Officers to hold office until the next succeeding annual meeting and until their successors are elected and qualify. An Executive Officer may resign at any time.
Section 3 Other Officers: The Board of Directors may elect or appoint such other inferior officers as it deems necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors.
Section 4 Number of Offices Held by One Person: Any two or more offices, except those of President and Vice President, may be held by the same individual but no individual shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Charter, or by these Bylaws to be executed, acknowledged, or verified by two or more officers.
Section 5 Vacancies: The Board of Directors may fill a vacancy occurring in any
Section 6 Removal of Officers: Any officer or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby.
Section 7 Powers and Duties of the President: The President shall preside at all meetings of the members. The President shall be the chief executive officer of the Corporation and shall have the general direction of the affairs of the Corporation and of the other officers thereof and shall do and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 8 Powers and Duties of the Vice President: The Vice President shall have the powers and duties of the President in the absence of the President, and in addition shall have such powers and perform such duties as may be assigned to him or her by the President or by the Board of Directors. Assistant Vice Presidents, if any, shall have such powers and perform such duties as may be assigned to them by the President or by the Board of Directors.
Section 9 Powers and Duties of the Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members in books provided for that purpose. The Secretary shall attend to the giving and serving of all notices of the Corporation, shall have charge of the minute books and such other books and papers as the Board of Directors may direct, and shall execute such documents as may require his or her signature.
Section 10 Assistant Secretaries: The Board of Directors may elect or appoint one or more Assistant Secretaries. Each Assistant Secretary shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors, the President, or the Secretary.
Section 11 Powers and Duties of the Treasurer: The Treasurer shall have custody of all funds and securities of the Corporation; when necessary or proper, the Treasurer shall endorse on behalf of the Corporation for collection, checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation, in such banks or depositories as the Board of Directors may designate; and he or she shall perform all acts incident to the position of Treasurer, including the general supervision and control of the accounts of the Corporation.
Section 12 Assistant Treasurer: The Board of Directors may elect or appoint one or more Assistant Treasurers. Each Assistant Treasurer shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors, the President, or the Treasurer.
ARTICLE IV COMMITTEES
Section 1 Executive Committee: The Board of Directors may appoint from among
its members an Executive Committee of not less than three members, one of whom shall be the President, who shall serve as Chairman of the Executive Committee. The Board of Directors reserves to itself alone the power to (i) recommend to the members any action requiring their approval; (ii) amend the Charter or these Bylaws; (iii) approve the liquidation or dissolution of the Corporation or any merger with or into any other corporation or entity; (iv) change the membership of any committee at any time and fill vacancies thereon; (v) discharge any committee either with or without cause at any time; and (vi) take any other action for which the approval of the entire Board of Directors is required by law. Subject to the foregoing limitations,
the Executive Committee shall possess and exercise all other powers of the Board of Directors during the intervals between meetings.
Section 2 Other Committees: The Board of Directors may also appoint such other committees as the Board may from time to time determine. Neither the Chairman nor any of the members of any such committee need be a Director except and to the extent that the Board of Directors, when such committee is established or at any time thereafter, may prescribe. Each such committee shall have such duties, responsibilities, and authority as the Board of Directors may from time to time assign and delegate.
Section 3 Procedure and Review: A majority of the members of any committee may fix its rules of procedure. All activities by any committee shall be reported to the Board of Directors at each meeting of the Board, either in person or in writing, and any action taken by a committee shall be subject to revision, alteration, and approval by the Board of Directors, provided that no rights or acts of third parties shall be affected by any such revision or alteration.
ARTICLE V BOOKS AND RECORDS
Section 1 Books and Records: The Corporation shall keep correct and complete
books and records of accounts and of its transactions and minutes of the proceedings of its members, Board of Directors, and committees thereof.
Section 2 Annual Report: The President or the Treasurer of the Corporation shall prepare or cause to be prepared annually a full and correct statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting of the members and filed within twenty (20) days thereafter at the principal office of the Corporation.
Section 3 Membership Ledger: The Corporation shall maintain, at its principal office in Maryland or at such other office or agency of the Corporation as may be designated by the Board of Directors, an original or duplicate ledger or other records containing the name and address of each member of the Corporation.
ARTICLE VI INDEMNIFICATION
Subject to section 2-418 of the Maryland General Corporation Law, the Corporation
shall indemnify any director, officer, employee, or agent made a party to any proceeding by reason of service in such capacity, except and to the extent that it is proved that: (i) the act or omission of such person was material to the cause of action adjudicated in the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the person actually received an improper personal benefit in money, property, or services; or (iii) in the case of any criminal proceeding, the person had reasonable cause to believe that the act or omission was unlawful. Such rights of indemnification and reimbursement shall not be deemed
exclusive of any other rights to which such individual may be entitled under any statute, bylaw, agreement, vote of stockholders, or otherwise.
ARTICLE VII MISCELLANEOUS
Section 1 Signature to Commercial Papers: All checks, drafts, bills of exchange, and
promissory notes shall be made, drawn, and endorsed in the name of the Corporation in such manner as the Board of Directors may from time to time authorize.
Section 2 Fiscal Year: The fiscal year of the Corporation shall be the calendar year. Section 3 Waiver of Notice: Whenever any notice of the time, place, or purpose of
any meeting of members, Directors, or a committee is required to be given under the provisions
of the laws of Maryland or under the provisions of the Charter or of these Bylaws, such notice shall be deemed to have been adequately given if a waiver thereof in writing, signed by the person entitled to such notice, is filed with the records thereof, or if the person entitled to such notice is present at the meeting, in person or by proxy.
ARTICLE VIII AMENDMENT OF BYLAWS
Section 1 Power of Directors to Amend: The Board of Directors shall have power to
make, amend, and repeal the Bylaws of the Corporation at any time, by vote of a majority of all the Directors, at any two consecutive regular or special meetings at which a quorum is present; provided that, after the first such meeting and at least ten (10) days before the second such meeting, notice is posted on the Corporation’s Web site (or given to the Corporation’s members by email or in some other reasonable manner) either describing with reasonable specificity the changes proposed to be made or setting forth or referencing the Bylaws as the same will be in effect after such action has become effective.
Section 2 Power of Members to Amend: The members, at any annual meeting or at a special meeting called for the purpose at which a quorum is present, may make, amend, or repeal the Bylaws of the Corporation, by a vote of the holders of a majority of the members entitled to vote at such meeting, and all Bylaws made by the Directors may be so altered, amended, or repealed by the members.
ADOPTED AND EFFECTIVE
as of , 2010
Marycarol Skaggs, Secretary