Name, Purpose and Office
Section 1. Name and Purpose. The name of the Corporation shall be Greater Stonegate Village, Inc. (the “Corporation”) and the purpose of the Village shall be to support members to remain safely in their homes and encourage social connections.
Section 2. Office.
The principal office of the Corporation shall be at an address designated by the Board of Directors. Other offices may be designated as set forth in the Corporation’s Articles of Incorporation and as the business of the Corporation may require.
Board of Directors
Section 1. General Powers and Duties. The affairs and property of the Corporation shall be managed, controlled and directed by a self-perpetuating Board of Directors (the “Board”). The Board shall have, and may exercise, any and all powers provided in the Articles of Incorporation, these Bylaws or applicable law, which may be necessary or convenient to carry out the purposes of the Corporation.
Section 2. Composition of Board.
A. Number and Election of Directors. The number of directors that shall constitute the Board shall be at least seven and not more than fifteen and shall be fixed exclusively by resolutions adopted by the Board. Directors shall be elected by majority vote of the Directors then serving. All members of the Board shall reside or work in the Corporation’s geographic focus area (zip code 20905).
B. Term of Office. The term of a director shall be three years and until his successor is duly elected and qualified. The term of a director shall also expire upon that director’s death, resignation or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. A director whose term of office is expiring may vote with the other directors in the election of his or her successor.
C. Classification. The initial directors shall be divided by resolution of the Board into three approximately equal groups: one-third to serve for an initial term of one year, one-third to serve for an initial term of two years, and one- third for an initial term of three years. No person shall serve more than two consecutive three-year terms on the Board (for clarity, persons serving an initial term of less than three years may serve two additional full three-year terms). After serving the maximum time allowed, a person may again serve after being off the Board for one year.
D. Vacancies. Any vacancy, or newly created directorships resulting from any increase in the authorized number of directors, occurring in the Board shall be filled by the affirmative vote of the majority of the remaining directors then in office, even if less than a quorum. The director elected to fill a vacancy shall serve for the remainder of the term of office of the director who previously held such position, or, in the case of newly created directorships, the term of office shall be as determined by the Board.
E. Removal. A director may be removed without cause, as determined by a two- thirds vote of the Directors then serving. In addition, any Director may be removed for a substantial cause by a majority vote of the Directors then serving. Substantial cause shall include failure to participate in the activities of the Board of Directors.
F. Resignation. A Director may resign only by submitting a written resignation to the President. All resignations will be final and must be accepted by the Board.
Section 1. Officers. The officers shall consist of a President, Vice-President, Secretary and Treasurer. The officers shall be elected by the Board of Directors, from among the members of the Board.
Section 2. Election, Term and Vacancies. All the officers shall be elected at the annual meeting of the Board and shall hold their offices for a term of two years and until their successors are duly elected and qualified, or until they are removed for cause.
Section 3. The Board of Directors shall fill any vacancy occurring in any office, for whatever reason, and any officer so elected shall fulfill the term of his/her predecessor.
Section 4. Resignation. An Officer may resign his or her office by submitting a written resignation to the President. The President may resign his or her office by submitting a written resignation to the other Directors. All resignations will be final and must be accepted by the Board.
Section 5. Authority and Duties. The officers shall have the authority and responsibility as follows plus any additional authority and responsibility delegated by a majority vote of the Board:
A. President. The President shall preside at and conduct all meetings of the Board of Directors and of the Executive Committee. The President will hold regular and special meetings of the Board and will prepare and distribute an agenda in advance of all meetings. The President may sign all contracts and agreements in the name of the Corporation after they have been duly approved by the Board, serve as the representative of the Corporation in meetings and discussions with other organizations and agencies, and otherwise perform all of the duties which are ordinarily the function of the office, or which are assigned by the Directors.
B. Vice-President. The Vice-President shall perform the duties of the President if the President is unable to do so or is absent; perform such other tasks as may be assigned by the Board; and, at the request of the President, assist in the performance of the duties of the President and otherwise perform all of the duties which are ordinarily the function of the office.
C. Secretary. The Secretary shall keep accurate records and minutes of all meetings of the Board; shall keep copies of all material distributed at meetings (that are not maintained elsewhere – for example the Treasurer’s reports should be maintained by the Treasurer, but a one-time guest speaker’s presentation if available in hard copy or e-format should be maintained by the Secretary); make available copies of the minutes of the previous meeting and distribute them in advance of each meeting; make available copies of other documents maintained when requested by a Director; cause to be delivered all notices of meetings to those persons entitled to vote at such meetings; and maintain the Minutes Book of the Corporation and a current listing, with phone numbers and addresses, of the Directors at the office of the Corporation and otherwise perform all of the duties which are ordinarily the function of the office.
D. Treasurer. The Treasurer shall oversee: the deposit of funds of the Corporation into the proper accounts of the Corporation; the recordation of all receipts and disbursements from such account or accounts; the preparation of the books and records of the finances of the Corporation; the preparation of financial reports of the accounts for each Board meeting; and the preparation and filing of all end of the year financial reports, including federal and state tax reports. The Treasurer shall serve as Chairperson of the Finance Committee and otherwise perform all of the duties that are ordinarily the function of the office.
Meetings of the Board
Section 1. Annual, Regular and Special Meetings. Regular meetings of the Board shall be held at least once each quarter. Special meetings may be called by the President at any time and shall be called by the President upon the request of at least one-third of the Directors currently in office. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the special meeting. The President shall designate a date in May that shall constitute the annual meeting.
Section 2. Time and Place. The President shall designate the time and place of all meetings of the Board. Any or all directors may participate in a meeting of the Board, or a committee of the Board, by means of conference telephone call or by any means of communication by which all persons participating can hear one another, and such participation shall constitute presence in person at the meeting.
Section 3. Notice. At least 10 days’ notice shall be given to each director of a regular or annual meeting of the Board. A special meeting of the Board may be held upon at least five days’ notice. Notice of a meeting of the Board shall specify the date, time, and place of the meeting. Notice to each director may be delivered personally, mailed to the director’s address, emailed or faxed. A director may waive notice of any annual, regular or special meeting of the Board by written statement filed with the Board or by oral statement at any such meeting. Attendance at a meeting of the Board shall also constitute a waiver of notice, except where a director states that he/she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
Section 4. Quorum. A simple majority of directors then in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the directors present may adjourn the meeting to another time.
Section 5. Vote. Each director shall be entitled to one vote on each matter submitted to a vote at a meeting of the Board. All matters before the Board shall be decided by a majority vote of the directors present at a meeting at which a quorum exists, unless otherwise provided in the Articles of Incorporation or these Bylaws. There shall be no voting by proxy.
Section 6. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if the text of the resolution or matter to be considered is sent to all directors (or committee members, as the case may be) and a majority of the directors then in office (or committee members, as the case may be) consent to such action in writing. Such consent in writing shall have the same force and effect as a vote of the Board or committee at a meeting, and shall be filed with the minutes of the proceedings of the Board or committee. Such written consent may be obtained by electronic means, including email.
Section 7. Expense Reimbursement. Directors, including officers, will not be compensated for their service on the Board, but may be reimbursed for actual personal expenses which have been authorized in advance.
Section 1: Committees shall be established by the President with the approval of the Board of Directors. Committee members should be members of the Greater Stonegate Village, with a representative of each committee serving on the Board of Directors.
Section 2: The following are the current standing committees established as of the writing of these by-laws.
A. Executive Committee: Will serve to coordinate the activities of the Board of Directors and its various committees to establish and maintain the Greater Stonegate Village as a functioning 501 (c)(3) nonprofit organization.
Membership should include the elected officers of the Greater Stonegate Village, including the President, Vice President, Secretary and Treasurer.
B. Service Delivery Committee: Will determine what services will be offered, making use of membership surveys on service needs and information on services available through Montgomery County. This committee will also recommend needed telephone services, software, and hardware as well as handle recruiting and vetting of external partners such as contractors.
C. Volunteer Management Committee: Will organize a volunteer management model for recruiting, vetting, and training of volunteers.
D. Communications Committee: Will develop a communication plan that includes a website, the Stonegate listserv, a phone tree, newsletters, etc.
E. Finances/Fundraising Committee: Will develop a business plan, including soliciting charter members, planning marketing strategies, and establishing partnerships, sponsorships, and grants.
F. Membership Committee: Will establish methods for recruiting members, explaining the benefits of membership, and maintaining members once they have joined the village.
G. Program Committee: Will create a membership form for use at meetings, social gatherings, or on the website and in newsletters; and will organize programs of interest to members using the community survey as a guide. In addition, the committee will seek ongoing additional input for new programs of interest to members.
Section 3: Additional committees may be established by the President and Board of Directors to undertake specific tasks needed for the functioning of the Greater Stonegate Village.
The Greater Stonegate Village does not have any paid staff. All positions are filled by volunteer members
Section 1: Membership in the Greater Stonegate Village shall be extended to all resident individuals of the Greater Stonegate area over the age of 18 who have paid annual membership dues.
Section 2: The Board of Directors shall set the amount of the annual dues. Dues apply from June 1 through May 31 of each membership year and only paid-up members shall have a vote in the Village business or election of officers.
Section 3: The annual meeting shall be held in May at the time and place designated by the President for the purpose of electing board members and officers and for the transaction of such business as may be properly brought before the meeting. The meeting shall be chaired by the board president or his or her designee.
Section 4: Each paid-up membership shall have only one vote.
Indemnification and Exoneration
Section 1: Reference is hereby made to Section 2-418 of the Maryland General Corporation Law (or any successor provision thereto). The Corporation shall indemnify each person who may be indemnified pursuant to such section, to the full extent permitted thereby. In each and every situation where the Corporation may do so under such section, the Corporation hereby obligates itself to so indemnify the indemnities, and in each case, if any, where the Corporation must make certain investigation on a case-by-case basis prior to indemnification, the Corporation hereby obligates itself to pursue such investigations diligently, it being the specific intention of these Bylaws to indemnify the Corporation and to indemnify each person whom it may indemnify to the fullest extent permitted by law at any time and from time to time. To the extent not prohibited by Section 2-418 of the Maryland General Corporation Law, the officers and directors of the Corporation shall not be liable to the Corporation for any mistake or misjudgment, negligence or otherwise, except for their own individual willful misconduct or bad faith.
Section 2: The Board of Directors shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in his or her capacity rising out of the agent’s service to the Corporation.
Section 3: To the fullest extent permitted by applicable law, no director or officer of this Corporation shall be personally liable to the Corporation or its members for money damages; provided, however, that the foregoing limitation of director and officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission that occurred prior to such amendment or repeal.
Conflict of Interest
The Board shall adopt and maintain in effect at all times a conflict of interest policy providing for full disclosure in the event a director, officer or key employee has an interest in a contract or other transaction with the Village and procedures for ensuring that any person having a conflict of interest shall not vote on, nor use personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberation with respect to, such contract or transaction. Persons found to have a conflict of interest may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon.
Fiscal Year: The Corporation fiscal year is January 1 - December 31.
Books and Records: The Corporation shall keep at its principal office or other location designated by the Board of Directors copies of minutes of all meetings of the board, its committees, or meetings of the membership as called by the board as well as treasury records indicating accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Amendment of Bylaws: These Bylaws or any part of them may be amended or repealed, and new Bylaws may be adopted by a 2/3 recorded vote of the full Board of Directors, or by a 2/3 majority of the members at a meeting at which a quorum of 30% of the membership is present. To begin this process, a written copy of the proposed changes must be given to the president, who shall provide a copy of the proposed bylaw changes to the board of directors at the next scheduled meeting. A time-line for creating and voting on new bylaws will be agreed upon by the board and a bylaws committee will be established.
Non-discrimination: The Corporation shall not discriminate against any person on the basis of age, sex, race, ethnicity, sexual orientation, disability, or political or religious opinion.
Dissolution: If the Greater Stonegate Village shall be dissolved for any reason, the Executive Board shall liquidate all assets, and with the money so obtained satisfy all outstanding evidence of indebtedness. If any funds remain, they will be returned to the members prorated as the interest of each shall appear, excepting that no member shall receive more money than shall have been collected from him by the Corporation. If after these disbursements, funds remain, they shall be contributed to a recognized and legally established charity, having tax exempt status under section 501(c)(4) or section 501(c)(3) of the Internal Revenue Code of 1986. Such organization may be chosen at the discretion of the Executive Board.
We certify that the above by-laws of the Corporation were adopted by the Board on April 25, 2017.