SOLDIERS DELIGHT CONSERVATION, INC.
December 2, 1992
Article I - Name
The name of this corporation shall be "Soldiers DelightConservation, Inc." herein referred to as the "Corporation."
Article II - Purpose and Function
The Corporation is organized and shall be operated exclusively for charitable, educational, and scientific purposes within the meaning of section 501(c) (3) of the Internal Revenue code of 1986, as amended (or corresponding provisions of any subsequent United States Internal Revenue law).
The purposes for which the Corporation is formed are as follows:
(a) The education of the public with respect to the basic nature and function of the Soldiers Delight Natural Environment Area, located in Baltimore County, Maryland, as an area that should be preserved and protected because of its unique scenic and geologic character considering also its special historical, zoological, and botanical interest, and its potential for certain limited forms of recreation such as hiking, nature study, exploring, and as a nature ';;/ museum.
(b) To assist the State of Maryland in acquiring for the benefit of the public the Soldiers Delight Natural Environment Area and the preservation of such Area to an extent and in a manner consistent with the aforesaid purposes, through solicitation of funds from the public; all of such funds must be distributed, after the payment of reasonable administration expenses, if any, to the State of Maryland, for the aforesaid purposes, or other purposes similar thereto or consistent therewith.
(c) To do and engage in any and all lawful activities that may be incidental or reasonably necessary to do any of the foregoing purposes.
The Corporation has not been formed for pecuniary profit or financial gain and no part of the assets or net earnings of the
Corporation shall inure to the benefit of or be distributed to, its incorporators, members, directors, officers, or other private persons having a personal or private interest in the Corporation except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article.
No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda, or of otherwise attempting to influence legislation; provided, however, that the Corporation may elect to have the provisions of Section 501(h) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any subsequent United States Internal Revenue law) apply to it, in which case the Corporation will comply with the limitations set forth therein. The Corporation shall not in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these By-Laws, the Corporation shall not have or exercise any power of authority, nor shall it directly or indirectly engage in any activity, that would prevent it from qualifying (and continuing to qualify) as (a) a corporation exempt from Federal Income Tax under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (or corresponding provisons of any subsequent United States Internal Revenue law), or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any subsequent United States Internal Revenue law).
Article III - Membership
Section 1: Voting Membership. The voting membership of the Corporation shall consist solely of the directors of the Corporation (the "Directors"). Each Director shall have one vote.
Section 1 : Nonvoting Members. The nonvoting membership of the Corporation shall consist of individuals and organizations interested in and supportive of the aims of the Corporation and shall be classified as follows:
(e) Student or Senior Citizen
(f) Honorary membership may be granted by the Board of Directors of the Corporation (the "Board of Directors").
(g) Volunteer members shall be those persons willing to work for the Corporation.
Section 3: Dues. Appropriate dues for each class of membership shall be established by the Board of Directors.
Article IV - Board of Directors
Section 1: General. The Corporation and its assets shall be managed by the Board of Directors in furtherance of the purposes and aims of the Corporation.
Section 2: Number. The number of Directors that shall constitute the whole Board shall not be less than five nor more than twenty.
Section 3: Terms and Vacancies. Directors shall serve for a term of two years or until their successors shall be elected and qualified or until their earlier resignation or removal. Directors may be re-elected for consecutive terms. Any Director may be removed with cause by the Board of Directors. Their terms shall commence at the close of the Annual Meeting of the Board of Directors. Any vacancies occurring on the Board of Directors may be filled by a majority vote of the remaining members of the Board at a properly announced meeting.
Section 4: Election. A Nominating Committee shall be appointed by the President with approval by the Board of Directors no less than two months before the Annual Meeting to recommend a slate of candidates for the Board.
The candidates nominated by the Nominating Committee shall be voted on by the Board at the Annual Meeting of the Board of Directors and announced at the Annual Meeting of the Members.
Section 5: Compensation. The Directors of the Corporation shall not be entitled to compensation for their services as Directors; provided, however, that the foregoing shall not prevent any Director from serving the Corporation in any other capacity and receiving reasonable compensation for those other services.
Section 6: Meetings and Notice. There shall be an annual meeting of the Board of Directors, "Annual Meeting of the Board of Directors." The Board of Directors may hold such other meetings, on such dates as may be set by the Board of Directors or the President. Notice of the time and place of each such meeting shall be mailed to each member of the Board not less than ten (10) days prior thereto, unless the Board established regular meetings on fixed dates, in which event notice of such schedule shall be sufficient. Special meetings may be called upon three (3) days I notice by telephone, FAX or personal deli very by the President or Secretary if circumstances so require. Written notice may be waived.
Section 7: Quorum. Except as otherwise provided by statute, all properly called meetings of the Board of Directors, one-third, or a minimum of five, of the Directors entitled to vote thereat shall constitute a quorum. All decisions of the Board of Directors shall be by a majority vote of those present and voting at a meeting where there is a quorum. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting to another time and place, without notice other than announcement at the meeting of such other time and place.
Section 8: Committees. The Board may establish an Executive committee, consisting of such Board members and with such powers as it deems appropriate to act between meetings of the Board.
The Board may establish other committees. Non-Board members may be appointed to serve on such committees, but in every case a Director shall serve as the chairman of such committees.
Article V - Officers
Section 1: General. The Officers shall be a President, Vice President, a Treasurer, and a Secretary, and such other officers as the Directors may from time to time deem desirable. Any two or more offices may be held by the same person, except that no person shall be both President and Vice President. All officers shall be members of the Board of Directors.
Section 2: Term. Officers shall be elected by the Directors for two-year terms.
Section 3: Titles and Duties. The duties of the Officers shall be as their titles indicate and as described below.
(a) President. The President shall be the Chairman of the Board of Directors and preside at meetings. The President shall make an annual report to the Board, which shall be made available to persons attending the Annual Meeting of Members and to members upon request.
(b) Vice President. A Vice President shall preside in the absence of the President and shall have such other duties as the Board shall determine.
(c) Treasurer. The Treasurer shall have the responsibility for the funds of the Corporation and for keeping full and accurate account of all receipts and disbursements. The Corporation's books shall be kept on a fiscal year basis, and the Treasurer shall cause to be prepared a balance sheet showing the financial condition of the Corporation as of a date not more than two months prior to the Annual Meeting of the Board of Directors, and a statement of receipts and disbursements for the preceding 12 months, this information also to be available to the Board of Directors at the Annual Meeting of the Board of Directors. The balance sheet and statement shall be kept on file at the principal office of the Corporation as required by the Internal Revenue Service. In addition, the Treasurer shall render a statement of the condition of the finances of the Corporation at such other times as shall be required by the Board of Directors. The Treasurer shall also perform such other duties as may from time to time be assigned by the Board of Directors or the President.
(d) Secretary. The Secretary shall be official custodian of all official records of the Corporation, except as may otherwise be provided.
Section 4: Compensation. The Officers of the Corporation shall not be entitled to compensation for their services as Officers; provided, however, that the foregoing shall not prevent any Officer from serving the Corporation in any other capacity and receiving reasonable compensation for those services.
Article VI - Meetings of All Members
There shall be at least one meeting of the Corporation each year to which all members are invited, the "Annual Meeting of Members." The members shall be invited to such other general meetings as the Board may determine to hold. Non-members may also be encouraged to attend these meetings.
Article VII - Amendments
These By-Laws or Articles of Incorporation, or any part thereof, may be amended by a two-thirds vote of the Board of Directors, provided the proposed amendment(s) are mailed to the Directors at least ten (10) days prior to the meeting at which time such amendments are to be voted upon.
Article VIII - Parliamentary Authority
Except as herein provided to the contrary, Robert's Rules of Order, as revised, shall govern all questions of parliamentary procedure.
Article IX - Contracts, Checks, Deposits, and Gifts
Section 1: Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2: Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by two officers or officer's agents or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3: Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such credit unions or other depositories as the Board of Directors may select.
Section 4: Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Article X - Sundry Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall end on June 30 of each year.
Section 2: Indemnification. To the maximum extent permitted by the Maryland General Corporation Law as from time to time amended, the Corporation shall indemnify its currently acting and its former Directors, officers, agents and employees.
IN WITNESS WHEREOF, I, Sue Ellen May, Recording Secretary of Soldiers Delight Conservation, Inc., hereby attest that these By-Laws were approved by a two-thirds vote of the Board of Directors at a duly held meeting of the Board of Soldiers Delight Conservation, Inc., on the 2nd day of December, 1992.