By Laws of
Howard County’s Adopt A Military Hero
As amended 3/7/16
The name of the organization is Howard County’s Adopt A Military Hero. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the directors, or officers or any other individuals. The assets and income shall only be used to promote corporate purposes as described below. The organization shall have no paid employees. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support or oppose a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c) of the Internet Revenue Code.
ARTICLE 1
MISSION STATEMENT
Howard County’s Adopt A Military Hero is an organization that is run by volunteers.
Our mission is to secure donations that will allow us to send gift boxes to U.S. deployed military personnel at Christmas time.
“Christmas is a hard time to be away from home, from family and friends. As Americans, we believe we owe it to our deployed military to thank them for their service on behalf of this wonderful country. Let them know we remember them at Christmas time by participating in Howard County’s Adopt a Military Hero, our Christmas for the Troops program “
ARTICLE 2
MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held in February each calendar year for the purpose of electing directors, electing officers for the organization and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the organization’s officers for the last calendar year.
Section 2. Special Meetings Special meetings may be requested by the President, two or more members at large or the Board of Directors.
Section 3. Notice.
Board Meeting:
Written notice of all meetings shall be provided under this section or as otherwise required by law. The notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be emailed or mailed to all directors of record at the email address or street address shown on record, at least ten (10) days prior to the meeting. Such notice shall be deemed effective when sent by ordinary email or ordinary U.S. mail, properly addressed, with postage prepaid.
Organization Meeting:
Written notice of all meetings shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be emailed or mailed to all officers and members at large of record at the email address or street address shown on record, at least five (5) days prior to the meeting
Section 4. Place of Meeting. Meetings shall be held at the First Christian Church unless otherwise stated in the notice.
Section 5. Quorum.
Board Meeting:
A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors or members at large results in representation of less than a quorum.
Organization Meetings:
A simple majority vote shall constitute a legal vote at organization meetings.
Section 6. Informal Action.
Board Meeting:
Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.
Organization Meeting:
Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice with the approval of the organization’s officers.
ARTICLE 3
DIRECTORS
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of five to eight (5-8) directors.
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of one (1) year, or until a successor has been elected and qualified.
Section 3 . Quorum. A majority of directors shall constitute a quorum.
Section 4. Regular Meeting. The Board of Directors shall meet within one month after the annual meeting for the purpose transacting such business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 5. Special Meeting. Special meetings may be requested by the President, Secretary, or any two directors by providing ten (10) days written notice by ordinary email or U.S. mail, effective when sent. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 6. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 7. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee or directors, as the case may be.
Section 8. Removal/ Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor.
Section 9. Officers The officers of the Board of Directors shall be President, Secretary, and Vice-President. Officers will be elected by the Board of Directors at the first regular meeting of the calendar year.
a. President. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors.
b. Secretary. The Secretary shall give notice of all meetings of the Board of Directors, shall keep accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors meetings.
c. Vice-President. The Vice-President shall serve in absence of the President and perform duties as assigned by the President. The Vice-President shall automatically become President of the board of directors the following year. In the event, the Vice-President is unable to serve as President ; an election will be held to fill the vacancy at the annual meeting.
ARTICLE 4
OFFICERS OF ORGANIZATION
Section 1. Number & Duties of Officers. The officers of the organization shall be a President, Vice-President, Secretary and Treasurer.
a. President. The President shall be the chief executive officer and shall preside at all meetings of the organization. The President will be responsible for arrangements for all dates set by organization and should approve all correspondence on the organization’s behalf. The President shall appoint a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
b. Vice-President . The Vice-President shall serve in the absence of the President and perform duties as assigned by the President. The Vice-President shall serve as chairman of the nominating committee and present a ballot of nominations for Board of Directors and organization officers at the annual meeting each year. The Vice-President shall automatically become President of the organization the following year. In the event, the Vice-President is unable to serve as President ; an election will be held to fill the vacancy at the annual meeting.
c. Secretary. The Secretary shall give notice of all meetings of the organization, shall maintain the minutes of all organization meetings. The Secretary shall be responsible for all of the organization’s correspondence as verified by President.
d. Treasurer. The Treasurer shall be responsible all things dealing with the organization’s money. The Treasurer should give a financial report at each meeting and do an end of year finance report.
Section 2. Election and Term of Office. The officers of the organization shall be elected at the annual meeting. Each officer shall serve a one year term or until a successor has been elected.
Section 3. Removal or Vacancy. The organization shall have the power to remove an officer. Any vacancy that occurs for any reason may be filled by the organization with a majority vote.
ARTICLE 5
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.
ARTICLE 6 CONFLICTS OF INTEREST Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the organization to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
ARTICLE 7
INDEMAIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended.
ARTICLE 8
DISSOLUTION
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members at large.
Howard County’s Adopt A Military Hero
As amended 3/7/16
The name of the organization is Howard County’s Adopt A Military Hero. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the directors, or officers or any other individuals. The assets and income shall only be used to promote corporate purposes as described below. The organization shall have no paid employees. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support or oppose a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c) of the Internet Revenue Code.
ARTICLE 1
MISSION STATEMENT
Howard County’s Adopt A Military Hero is an organization that is run by volunteers.
Our mission is to secure donations that will allow us to send gift boxes to U.S. deployed military personnel at Christmas time.
“Christmas is a hard time to be away from home, from family and friends. As Americans, we believe we owe it to our deployed military to thank them for their service on behalf of this wonderful country. Let them know we remember them at Christmas time by participating in Howard County’s Adopt a Military Hero, our Christmas for the Troops program “
ARTICLE 2
MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held in February each calendar year for the purpose of electing directors, electing officers for the organization and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the organization’s officers for the last calendar year.
Section 2. Special Meetings Special meetings may be requested by the President, two or more members at large or the Board of Directors.
Section 3. Notice.
Board Meeting:
Written notice of all meetings shall be provided under this section or as otherwise required by law. The notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be emailed or mailed to all directors of record at the email address or street address shown on record, at least ten (10) days prior to the meeting. Such notice shall be deemed effective when sent by ordinary email or ordinary U.S. mail, properly addressed, with postage prepaid.
Organization Meeting:
Written notice of all meetings shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be emailed or mailed to all officers and members at large of record at the email address or street address shown on record, at least five (5) days prior to the meeting
Section 4. Place of Meeting. Meetings shall be held at the First Christian Church unless otherwise stated in the notice.
Section 5. Quorum.
Board Meeting:
A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors or members at large results in representation of less than a quorum.
Organization Meetings:
A simple majority vote shall constitute a legal vote at organization meetings.
Section 6. Informal Action.
Board Meeting:
Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.
Organization Meeting:
Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice with the approval of the organization’s officers.
ARTICLE 3
DIRECTORS
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of five to eight (5-8) directors.
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of one (1) year, or until a successor has been elected and qualified.
Section 3 . Quorum. A majority of directors shall constitute a quorum.
Section 4. Regular Meeting. The Board of Directors shall meet within one month after the annual meeting for the purpose transacting such business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 5. Special Meeting. Special meetings may be requested by the President, Secretary, or any two directors by providing ten (10) days written notice by ordinary email or U.S. mail, effective when sent. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 6. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 7. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee or directors, as the case may be.
Section 8. Removal/ Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor.
Section 9. Officers The officers of the Board of Directors shall be President, Secretary, and Vice-President. Officers will be elected by the Board of Directors at the first regular meeting of the calendar year.
a. President. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors.
b. Secretary. The Secretary shall give notice of all meetings of the Board of Directors, shall keep accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors meetings.
c. Vice-President. The Vice-President shall serve in absence of the President and perform duties as assigned by the President. The Vice-President shall automatically become President of the board of directors the following year. In the event, the Vice-President is unable to serve as President ; an election will be held to fill the vacancy at the annual meeting.
ARTICLE 4
OFFICERS OF ORGANIZATION
Section 1. Number & Duties of Officers. The officers of the organization shall be a President, Vice-President, Secretary and Treasurer.
a. President. The President shall be the chief executive officer and shall preside at all meetings of the organization. The President will be responsible for arrangements for all dates set by organization and should approve all correspondence on the organization’s behalf. The President shall appoint a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
b. Vice-President . The Vice-President shall serve in the absence of the President and perform duties as assigned by the President. The Vice-President shall serve as chairman of the nominating committee and present a ballot of nominations for Board of Directors and organization officers at the annual meeting each year. The Vice-President shall automatically become President of the organization the following year. In the event, the Vice-President is unable to serve as President ; an election will be held to fill the vacancy at the annual meeting.
c. Secretary. The Secretary shall give notice of all meetings of the organization, shall maintain the minutes of all organization meetings. The Secretary shall be responsible for all of the organization’s correspondence as verified by President.
d. Treasurer. The Treasurer shall be responsible all things dealing with the organization’s money. The Treasurer should give a financial report at each meeting and do an end of year finance report.
Section 2. Election and Term of Office. The officers of the organization shall be elected at the annual meeting. Each officer shall serve a one year term or until a successor has been elected.
Section 3. Removal or Vacancy. The organization shall have the power to remove an officer. Any vacancy that occurs for any reason may be filled by the organization with a majority vote.
ARTICLE 5
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.
ARTICLE 6 CONFLICTS OF INTEREST Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the organization to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
ARTICLE 7
INDEMAIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended.
ARTICLE 8
DISSOLUTION
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members at large.