CHC Bylaws

BY-LAWS OF CHESAPEAKE HERITAGE CONSERVANCY, INC.

A NON-STOCK-CORPORATION (ORGANIZED FOR NON-PROFIT PURPOSES)

ARTICLE I - OFFICE

SECTION 1.01. Principal Office,. The principal office of the corporation shall be at 121 N. Union Avenue, Suite C, Havre de Grace, Maryland 21078.

SECTION 1.02. Other Offices. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Trustees may from time to time appoint.

ARTICLE II - MEMBERS

SECTION 2.01. Members. The members of the Corporation shall be composed of those members who shall have been appointed as such by a majority of the Board of Trustees. Members shall have no voting rights. No meetings of Members is required, but a meeting may be called by the Board of Trustees at any time and from time to time.

ARTICLE III - BOARD OF TRUSTEES

SECTION 3.01. Board of Trustees. The Board of Trustees shall consist of at least three (3) but no more than fifteen (15) member representatives and shall serve as the legislative body of this corporation. The powers and concerns of the Board shall consist of, but not be limited to, the following:

To establish priorities for the Corporation and its activities;
To initiate proposals, policies, programs, fundraising mechanism and procedures for the Corporation;
To review budget proposals and to adopt the budget of this Corporation for each fiscal year;
To elect officers of the Corporation; and
To fill the Board of Trustees' vacancies for the duration of a term.

The members of the Board shall, upon election, immediately enter upon performance of their duties and shall continue in office until their successors shall be duly elected and qualified.

SECTION 3.02. Election of Trustees and Term. The trustees shall serve for a term of two (2) years. The initial trustees shall be three (3) who are Allen C. Rawl, Elizabeth Rawl and Robert E. Daley.

At the second annual meeting of the trustees and every other year thereafter, half of trustees equal to those whose terms have expired shall be elected for the term of two (2) years. Such election shall take place by mail or electronic mail referendum at least thirty (30) days prior to said annual meeting. At the expiration of any term, any trustee may be re-elected.

To nominate candidates to serve on the Board of Trustees, a nominating committee shall be appointed by the trustees at the first annual meeting of trustees and every year thereafter. The nominating committee shall confer to nominate a slate of candidates for every vacancy on the Board at the next annual meeting. All Board members shall be eligible to cast votes for a candidate for any vacancy on the Board.

SECTION 3.03. Meeting of Trustees. There shall be at least one (1) meeting of the trustees each year at a date, time and place as fixed by the Board of Trustees for the purpose of approval of the budget for the following fiscal year, review of the budget and activities of the corporation for the current fiscal year, election of members of the Board of Trustees, as provided in the By-Laws, and transaction of other business. Notice of the meeting shall be mailed, or emailed, except as herein or by statute otherwise provided, to the last recorded address of each member at least ten (10) days and not more than thirty (30) days before the time appointed for the meeting. All notices of the meeting shall set forth the place, date, time and purpose of the meeting.

SECTION 3.04. Special Meetings. Special meetings of the Board of Trustees of this Corporation may be called at any time by Chair of Board and/or 51% of Board members and shall be held at such date, glace, and time as such directed as per 3.03 (minus 10 days).

SECTION 3.05. Quorum. At all Board meetings, a majority of the trustees of this Corporation shall constitute a quorum, but less than a quorum shall have power to adjourn from time to time until a quorum be present.

SECTION 3.06. 'Absence. Should any member of the Board of Trustees be absent unreasonably from two (2) consecutive meetings of the Board without sending a communication to the other members of the Board stating the reason for the absence and, if the excuse should not be accepted by the members of the Board, the member's seat on the Board may be declared vacant, and the Board may forthwith proceed to fill the vacancy.

SECTION 3.07. Newly Created Trustee Positions and Vacancies. Newly created trustee positions resulting from the increase in the number of trustees shall be filled by a vote of the majority of the trustees then in office although less than a quorum exists. Whenever any vacancy occurs in the Board of Trustees by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote of the remaining members of the Board by mail or email referendum or in a meeting which shall be called for that purpose. The election shall be held within sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold office for the duration of the term, or until a successor shall have been chosen.

SECTION 3.08. Removal of Trustees. Any Trustee may be
removed for cause by a majority vote of the members present at any special meeting called for that purpose. Any trustee may be removed without cause, at any time, by a vote of two-thirds (%) of the members present at any special meeting called for that purpose. For cause shall be any action or inaction or attempted action which may cause the Corporation to be disqualified as a charitable organization pursuant to Section 501 (c) (3) of the Internal Revenue Code or any action or attempted action prohibited by Sections 4941 through 4945 of the Internal Revenue Code.

SECTION 3.09. Required Vote. Except as otherwise provided herein for a greater percentage of the vote, an affirmative vote of a majority of those present shall be necessary for the passage of any resolution.

SECTION 3.10. Compensation of Trustees. No trustee shall receive compensation for his or her service as such, but each trustee shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board, and, by resolution of the Board of Trustees, a fixed sum may also be allowed for attendance at each regular or special meeting of the Board and such reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing herein contained shall be construed to preclude any trustee from serving the Corporation in any other capacity and receiving compensation therefore.

SECTION 3.11. Committees. The Board of Trustees may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the trustees of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Trustees, and may authorize the seal of powers of the Board of Trustees, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Trustees.

SECTION 3.12. Telephone Conference Meetings,. The Board of Trustees may hold its meetings by conference telephone or similar communication equipment if all persons participating in the meeting can hear and speak to each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.

SECTION 3.13. Presumption of Assent. A trustee of the Corporation who is present at a meeting of the trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who voted in favor of such action.

SECTION 3.14. Informal Action by Board of Trustees. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if a consent, in writing physical or by authenticated email setting forth such action is signed by all the trustees entitled to vote on the subject matter of such meeting, and such consent is filed with the records of the Corporation.

ARTICLE IV - OFFICERS

SECTION 4.01. Election, Tenure and Compensation. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and also such other officers including a Chairman of the Board and Executive Director and/or one or more Vice Presidents and/or one or more assistants to the foregoing officers as the Board of Trustees from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Trustees except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Trustees. The President and Chairman of the Board shall be trustees and the other officers may, but need not be, trustees. Any two or more of the above offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. The compensation or salary paid all officers of the corporation shall be fixed by resolutions adopted by the Board of Trustees.

In the event that any office other than an office required by law, shall not be filled by the Board of Trustees, or, once filled, subsequently becomes vacant, then such office and all references thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these By-Laws.

Except where otherwise expressly provided in a contract duly authorized by the Board of Trustees, all officers and agents of the corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Trustees, and all officers, agents, and Executive Director, shall hold office at the discretion of the Board of Trustees or of the officers appointing them.

SECTION 4.02. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Trustees unless the Board of Trustees shall by a majority vote of a quorum thereof elect a chairman other than the Chairman of the Board to preside at meetings of the Board of Trustees. He/She may sign and execute all authorized bonds, contracts or-other obligations in the name of the Corporation; and he/she shall be ex-officio a member of all standing committees.

SECTION 4.03. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. The President may sign and execute all authorized contracts or other obligations in the name of the Corporation. He or she shall hale the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member a member of all the standing committees. He or she shall do and perform such other duties as may, from time to time, be assigned to him/her by the Board of Trustees. In the event that the Board of Trustees does not take affirmative action to fill the office of Chairman of the Board, the President shall assume and perform all powers and duties given to the Chairman of the Board by these By-Laws.

SECTION 4.04. Powers and Duties of the Vice President. The Board of Trustees may appoint a Vice President and may appoint more than one Vice President. Any Vice President (unless otherwise provided by resolution of the Board of Trustees) may sign and execute all authorized bonds, contracts, or other obligations in the name of the corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Trustees or by the President. In case of the extended absence or disability of the President, the duties of that office shall be performed by any Vice President, and the taking of any action by any such Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.

SECTION 4.05. Secretary. The Secretary or his/her designated agent shall give, or cause to be given, notice of all meetings of trustees and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or 1y the trustees upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all of the proceedings of the meetings of the trustees in books provided for that purpose, and he or she shall perform such other duties as may be assigned to him or her by the trustees or the President. He or she shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Trustees or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Trustees and the President.

SECTION 4.06. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he or she shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit, all monies and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Trustees.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements. He or she shall render to the President and the Board of Trustees, whenever either of them so requests, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

The Treasurer, if requested to do so, shall give the corporation a bond, if required by the Board of Trustees, in a sum, and with one or more sureties, satisfactory to the Board of Trustees, for the faithful performance of the duties of his or her office and for the restoration to the Corporation in case of his or her death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his or her possession or under his or her control belonging to the Corporation.

The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Trustees and the President.

ARTICLE V - CORPORATE SEAL

SECTION 5.01. Seal. In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word "Maryland". Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall remain housed at Corporate Headquarters.

ARTICLE VI - BANK ACCOUNTS AND LOANS

SECTION 6.01. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Trustees shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Trustees and such offices or agents as from time to time shall be authorized by the Board of Trustees may withdraw any or all of the funds of the corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Trustees until written notice of the revocation of the authority of such officers or agents by the Board of Trustees shall have been received by such bank or trust company. There shall from time to time be certified to the bank or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Trustees shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer.

ARTICLE VII - REIMBURSEMENTS

SECTION 7.01. Disallowed Expenses. Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Corporation to the full extent of such disallowance. It shall be the duty of the Trustees, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Board of Trustees, proportionate amounts may be withheld from his future compensation payments until the owed amount to the Corporation has been removed.

ARTICLE VIII- MISCELLANEOUS

SECTION 8.01. Fiscal Year. The fiscal year of the Corporation shall end on December 31st annually.

SECTION 8.02. Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any trustee or officer it shall not be construed to mean only personal notice, but such notice may be given in writing, by mail or email, postage prepaid, addressed to each officer or trustee at such address as appears on the books of the Corporation, or in default of any other address, to such trustee or officer at the general post office in the City of Havre de Grace, Maryland, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any trustee or officer may waive any notice required to be given under these By-Laws.

ARTICLE IX - AMENDMENTS

SECTION 9.01. Amendments of By-Laws. The Board of Trustees shall have the power and authority to amend, alter or repeal these By-Laws or any provision thereof, and may from time to time make additional By-Laws.