BYLAWS OF

RETIRED FIREFIGHTERS ASSOCIATION OF MONTGOMERY COUNTY, MARYLAND INC.

(May 15, 2022)

I.    NAME, PURPOSE

    The name of the Corporation shall be RETIRED FIREFIGHTERS ASSOCIATION OF MONTGOMERY COUNTY, MARYLAND INC. (“Corporation”). 

The Corporation is organized and shall be operated exclusively as a nonstock charitable organization for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations there under, as they now exist or as they may hereafter be amended (hereinafter collectively referred to as the “Code”) and specifically as follows:

A.    To engage in, advance and support charitable programs related to the health, safety, and welfare of retired fire fighters, emergency medical service providers and their families;

B.    To provide support for individuals and communities that are impacted by fire or natural disasters;

C.    To have and to exercise to the extent necessary or desirable for the accomplishment of any of the aforesaid purposes, and to the extent that they are not inconsistent with the charitable purposes of the Corporation, any and all powers conferred upon nonstock corporations by the Maryland General Corporation Law.

 

II.    STATUS OF THE CORPORATION 

            

    The existence of the Corporation shall be perpetual.  It shall be operated as a non-stock, non-profit institution with members.  

III.    MEMBERS

A.    The Corporation shall have Members.  There shall be not less than three (3) Members at any given time.  The Corporation shall maintain, a membership roster recording the names and addresses of the members, and further contact information as the Board of Directors may direct be recorded.  

B.    The Board shall prescribe the requirements for membership and may set annual dues for the Members.  If a majority of the Board approve the applicant, the applicant shall become a member and shall be promptly notified.   

C.    A Member may resign by submitting his or her resignation in writing to the Members and the Board of Directors.  A Member may be removed by the affirmative vote of the majority of the Members.  A Member whose removal is to be considered shall receive at least two weeks’ notice of such proposed action and shall have the opportunity to address the other Members regarding such action prior to any vote on such removal.

D.    A regular meeting of the Members for the election of Directors and such other business as may come before the meeting shall be held each year in November, upon not less than ten (10) nor more than sixty (60) days written notice of the time, place and purposes of the meeting at such time and place as shall be specified in the notice of meeting.  

E.    Special meetings of the Members may be called at any time by the President or by a majority of the Board of Directors. 

F.    Notice of a meeting need not be given to any Member who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, despite the lack of notice to such Member of such meeting.  

G.    The Members may participate in a meeting of the Members by means of a telephone conference call, video conferencing, or any other means of communication by which all persons participating in the meeting are able to hear each other. 

H.    Ten percent (10%) of the Members shall constitute a quorum of the Members for the transaction of business.  The act of the majority of the Members at a meeting at which a quorum is present shall be the act of the Members (except that the act of a majority of all Members shall be required with respect to any amendment to these bylaws or the Articles of Incorporation).

I.    No Member shall be a Director solely by virtue of his or her membership.  Consequently, no Director shall be a Member of the Corporation solely by virtue of being a Director.  However, a Member may also be a Director. 

IV.    BOARD OF DIRECTORS--POWERS AND RESPONSIBILITIES

    Subject to the limitations imposed by these Bylaws and by the Laws of the State of Maryland, all corporate powers shall be exercised by, or under the authority of the Board of Directors (“Board”).  In exercising these powers, the Board will be responsible for the establishment and oversight of policy regarding the Corporation’s goals and objectives, its fiscal integrity and financial well-being, and its general operations.  Without limiting the foregoing, the Board shall:

    A.    Establish policy and the philosophy, goals, and objectives which assure the perpetuity of the Corporation and insure its independence;

    B.    Oversee the development of long-range plans for the Corporation which nurture its philosophy, goals, and objectives;

    C.    Oversee the establishment of and approve the Corporation’s operating and capital budgets; approve major capital expenditures and loans; ensure fiscal integrity through review, analysis, and periodic audit; establish investment policies and procedures;

    D.    According to means, contribute as individuals to the support of the Corporation’s current and future programs by giving of time, effort and financial aid; and

    E.    Identify, cultivate, nominate, and orient qualified candidates for Directors who possess the interest, talents, and means to further the Corporation’s goals, objectives, plans and operations.  

V.    BOARD OF DIRECTORS--ELECTION

    A.    All directors of the Board of Directors must be elected by the members. 

    B.    The Board shall consist of no less than three (3), nor more than seven (7), elected Directors, each of whom must be at least 18 years of age.

C. Election of Directors to regular terms shall take place at the annual meeting of the Members, held in the month of November Members shall be notified of the candidates nominated at least ten (10) days prior to the meeting.  Directors shall be elected by majority vote of a quorum.

D.    Directors will be assigned numbers 1-7. At the first election post 501(c )3 establishment, Directors with assigned odd numbers shall serve three (3) year teams and Directors with assigned even numbers shall serve two (2) year terms. Subsequent terms for all Directors shall all be three (3) year terms.  

 

    E.    The Board may, from time to time, specify the number of Directors and limit specific terms to less than three years.  The Board may choose to fill, or leave unfilled, standing Board vacancies and remaining unexpired terms of Directors unable to complete their terms.  

    F.    Unless otherwise designated by the Board, terms of elected Directors shall begin on January 1 following the election and end December 31 of the year their terms expire.   

G.    Any Director may resign from the Board effective immediately, by giving oral or written notice to the President of the Board.  The President may give oral or written notice to the Secretary. If oral notice is given, the President or Secretary shall immediately confirm the resignation in writing. A Director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.  If notice is made effective at a later date, the Board may fill the pending vacancy if the Board provides that the successor does not take office until the effective date of the Director’s notice.

H.    Review of Concerns Involving Directors.  Directors with reasonable belief that any fellow Director has acted in a manner which would serve as the basis for removal pursuant to this Article V, Section H may file a complaint with the Officers. The Officers shall conduct a careful and complete investigation of the complaint to determine whether cause for removal exists.  For the purposes of these Bylaws, “cause” shall mean any of the following: 

(1) unexcused absences from Board meetings two or more times within a 12-month period; 

(2) breach of the Director’s fiduciary duties of loyalty, obedience and care to the Corporation; 

(3) repeated failure to carry out assigned responsibilities from the Board of Directors or a Committee of the Board; 

(4) conduct which is determined by the Officers to be: a) detrimental to the reputation, mission, or operation of the Corporation; b) detrimental to the Board of Directors; c) in violation of the obligation to maintain the confidences of the Board; or d) in violation of the Board’s Conflict of Interests policy.  Item (4) of this section includes conduct by the Director and the conduct of persons associated with the Director who have interaction or affiliation with the Corporation by nature of their relationship to the Director.  

The Officers will report its findings to the Board. The Board shall consider the findings and recommendation of the Officers and determine what, if any, additional action is appropriate under the circumstances.  At the discretion of the Board, the Director under review may be permitted to appear before the Board to address the complaint against him/her.

I.    Any Director may be removed by the Board with or without cause upon recommendation of the Officers, at any properly noticed meeting of the Board.  The Removal of a Director shall be by majority vote of a quorum in Executive Session.   Removal of a Director from the Board shall be deemed removal from any Office of the Corporation held by that individual.

VII.    OFFICERS 

    The Officers of the Corporation shall consist of a President, Vice President, Treasurer and Secretary. An individual director may hold more than one office concurrently. 

VIII.    OFFICERS -- OTHER

    The Board may elect other Officers as may be required to properly organize the Corporation.  Officers need not, but may be, members of the Board.

IX.     OFFICERS -- ELECTION

    A.    Officers shall be nominated by the Board. and elected at the annual meeting of the Board, usually held in the month of November, or the next subsequent meeting of the Board if the Board does not meet in November of any year, for one-year terms by a majority vote of a quorum, provided that the Directors present and voting were notified of the candidates nominated at least ten (10) days prior to the meeting.  An individual may be elected to and serve concurrently in more than one Office. Officers so serving may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law or Board resolution to be executed, acknowledged, or verified by more than one Officer.

    B.    Terms of Officers shall begin on January 1 following the election and end December 31.   

    C.    If any Officer resigns, or is otherwise unable to complete the Officer’s term, the vacancy for the remaining unexpired term may be filled by election by a majority of the total voting membership of the Board members present at any meeting of the Board, provided that members present and voting were notified of the proposed election and of the candidates nominated at least ten (10) days prior to the meeting. 

    D.    In the event ten (10) days notification cannot be given, an Acting Officer may be elected at any meeting of the Board, by majority vote of a quorum.  The Acting Officer shall have all the powers of the Office to which elected, and shall serve until a succeeding Officer is elected and qualified as provided in Article IX (A) or IX (C), above.

X.    OFFICERS -- DUTIES AND RESPONSIBILITIES

    A.      President

    The President is the Executive Officer of the Corporation and shall preside at all meetings of the Board and of the Officers.  The President shall appoint the members and committee chairs of all committees annually.  The President shall exercise executive oversight over the Board, the Corporation, and their Officers and Committees.  

    The President shall serve under the direction of, and report to, the Board.  The President shall perform such duties as may be assigned from time to time by the Board.  In the event the President is otherwise unable to perform the President’s duties to the Board, the Vice President shall act in the capacity of the President with the full powers and authorities vested in the Office of the President.

    B.  Vice President 

The Vice President shall perform all of the President’s duties in the absence of the President and any duties assigned to the Vice President by the President. 

    C.    Secretary

    The Secretary shall be responsible for maintaining, or causing to be maintained, complete and orderly records of the Board and the Corporation and other related activities as may be required by law, and shall perform such other duties as may be assigned from time to time by the President and the Board.

    D.    Treasurer

    The Treasurer shall be responsible for maintaining, or causing to be maintained, the accounts of the Corporation in good order according to generally accepted accounting practices, and for the execution of other financial duties as may be required by law, and as may be assigned by the President and the Board.  

(2) Powers.  The Officers shall have and exercise all powers of the Board and shall oversee the day-to-day operations of the Corporation to ensure efficient and effective conduct of the Corporation’s affairs.  Authorized actions of the Officers shall be binding on the Corporation.

        (3) Limitations. The Officers shall not have the power to:

    (a)    Hire or terminate any Corporation employee;

            (b)    Elect or remove a Director;

            (c)    Elect or remove an Officer;

            (d)    Except as hereinafter provided, establish the amount of Officers’ compensation;

            (e)    Enter into contracts, commitments or other obligations in excess of $5,000;

            (f)    Mortgage or dispose of any real property owned by the Corporation;

            (g)    Buy, sell, or otherwise dispose of assets of the Corporation having value in excess of $5,000;

            (h)    Amend the Articles of Incorporation or the Bylaws of the Corporation;

            (i)    Take any action reserved to the Board by resolution of the Board, or which is inconsistent with prior action of the Board.

        (4)    Duties.  The Officers shall:

            (a)    Nominate Officers for election by the Board;

            (b)    Present recommendations to the Board regarding the removal of Directors or Officers;

            (c)    Monitor progress in achieving goals and objectives established annually by the Board;

            (d)    Provide Officers advice on requirements for Directors; and

            (f)    Perform such other duties as designated by the Board unless inconsistent with these Bylaws or applicable law.

        (5)    Meetings.  The Officers shall meet at the call of the President; meeting notices may be informal.  Emergency meetings may be called by the President, the Treasurer, or in their absence, by any other two Officers.  The Officers shall keep minutes and records of its actions, and shall report to the Board at its next regular meeting.  A quorum consisting of a simple majority of the members of the Officers must be present to transact Officer business.  All matters shall be decided by majority vote of the Officers members present and voting at any meeting thereof.  All Officers are voting members.

XI.    OFFICERS -- SPECIAL PROVISIONS

    A.    Other than the President, an Officer may resign from his position by giving oral or written notice to the President.  The President may resign by giving oral or written notice to the Secretary. Resignation is effective upon giving notice.  If oral notice is given, the President or Secretary shall immediately confirm the resignation in writing.

    B.    Any Officer may be removed by the Board upon recommendation of the Officers according to the procedure described in Article V, Sections H of these Bylaws.  Removal of an individual as an Officer shall also be deemed removal from the Board. 

XII.    MEETINGS OF THE BOARD

    A.    A minimum of three (3) regular meetings of the Board shall be held each year, one of which shall be the annual meeting.  The annual meeting shall be deemed to be the November meeting unless otherwise designated by the President.  The President may, upon ten (10) days notice to all serving members of the Board, designate any other regular meeting of the Board as its annual meeting.  A minimum of ten (10) days notice either in writing or by telephone shall be given stating the time and place of regular board meetings.  Except for emergency meetings, special meetings of the Board as required may be called by the President, or at the request of any two (2) Directors.  Notice of such special meetings shall be made either in writing or by telephone with as much notice as is possible but not less than five (5) days prior to the proposed date.  Should it not be possible to give notice of a meeting in a timely fashion, the President, the Vice President, or in their absence, any two (2) Directors may call emergency meetings giving as much advance notice as circumstances allow.  Regular, special, and emergency meetings of the Board may be conducted by phone or video conferencing or any other means which allows for Directors to simultaneously hear each other speak. Email is not considered a meeting. 

B.    The minimum expectation is that Board members will attend a majority of Board meetings each year, e.g. two out of three meetings.

C.    The Board shall keep complete and accurate minutes of its proceedings and records of its actions.  Minutes, permanent records and other Board documents shall be filed in a secure location as may be designated by the Board from time to time.

    D.    Unless specifically provided otherwise herein:

(1) A quorum consisting of a simple majority of the total voting membership of the Board must be present at a Board meeting to transact Board business.

(2) A majority of the votes cast is required to carry a motion.  Abstentions, and those not voting, are not included in the determination of a majority. In the event of a tie vote, the President shall break the tie;

(3) Voting shall be, at the option of the President, by voice, or by a showing of hands, unless the Board, prior to calling for the vote, determines by a majority of those present and voting that another means, such as by ballot, shall be employed;

(4) Proxy voting shall not be used;

    E. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a unanimous consent which sets forth the action is:

(1)    Given in writing or by electronic transmission by each Director entitled to vote on the matter; and

(2)    Filed in paper or electronic form with the records of Board meetings.

XIII.    STANDING COMMITTEES OF THE BOARD

    The Standing Committees of the Board shall be as follows:

A.    The Finance Committee

(1)    Composition. The Finance Committee shall consist of 3 members one of which shall be the Treasurer. 

 

        

(3)    B.    Other Committees

    As the need arises the President shall appoint, with the concurrence of the Board, other committees to assist the Board in the execution of its responsibilities.

XIV.    COMMITTEES -- SPECIAL PROVISIONS

    A.    Composition

    

    The President, in consultation with the Vice President, , shall appoint all Committee members.

        (1)    Each Committee shall consist of at least two (2) members who will elect a chair from the committee members. The Board shall assign one Director as the Liaison to the Committee. The President is a voting ex officio members of every committee and may be counted to establish quorum. 

    (2)    Any Director may attend the meetings of any Board Committee.

    (3)   Committee Chairs, in consultation with the Board President, may remove a member from a Committee.

    

 

    C.    Meetings

    Except for the Officers or as may be provided otherwise herein, each Committee shall meet at the call of its Chair at least three (3) times per year.  Each Committee shall submit a summary written report of each meeting to the President after each meeting, and shall also submit reports to the Board on a regular basis.

    D.    Project Assignment

    Specific projects as may arise from time to time may be assigned by the President to any of Officer, or to a Committee appointed under the provisions of Article XIII Section B above.

    E.    Resignation

    A member may resign from a Committee by giving notice to the Committee Chair.  Committee Chairs may resign by giving notice to the President 

XV.    MISCELLANEOUS

    A.    Fiscal Year

        

    The Corporation Fiscal Year shall commence on the first day of January of each year and end on the 31st day of December each year.

    B.    Indemnification of Directors, Officers, Employees, and Agents

    As used herein, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time (the “Indemnification Section”), shall have the same meaning as provided in the Indemnification Section.

    The Corporation may, as determined by a majority vote of the voting Directors of the Corporation, indemnify and advance expenses to a present or former Director, Officer, Employee, or Agent in connection with a threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals, to the extent permitted or required by and in accordance with the Indemnification Section.

    C.    Execution of Contracts

    Notwithstanding the delegation of authority to the President to execute contracts on behalf of the Board, the Board may also authorize any other Officer or Officers, Agent or Agents, to enter into any contract or execute any instrument in the name of the Corporation.

    D.    Conflicts of Interest

    A Director or Officer shall be considered to have a conflict of interest if existing or potential personal or financial interests arise which impair or might reasonably appear to impair his or her unbiased, independent judgment in the discharge of his duties and responsibilities as a Director or Officer, or if he or she is aware that a member of his or her family (spouse, parent, or child), or any organization in which the Director or Officer, or his family is an officer, director, employee, partner, member, or controlling stockholder has such existing or potential financial or other interests.  Directors and Officers shall disclose to the Board any possible conflict of interest at the earliest practicable time.  A Director who has a conflict of interest with any matter under consideration by the Board or its Committees shall not vote on that matter.  

    The record of the meeting shall reflect that a disclosure was made and the Director with the conflict abstained from voting.  If a Director is uncertain whether or not a conflict exists, he may request the Board to make such a determination.  The Director shall abstain from voting on matters in apparent conflict pending Board determination.

    E.    Use of Funds

    The surplus monies, if any, accruing in any Fiscal Year shall be used as directed by the Board of Directors for future expansion or other needs of the Corporation.

    F.    Confidentiality

    Discussions that take place, and formal and informal documentation produced at Board and Committee meetings are confidential.  All persons involved are enjoined to respect that confidentiality.  Confidential information may be disclosed to other than the involved parties, only upon authorization of the Board or the Board President when such disclosure is required for the normal conduct of the Board’s or the Corporation’s business, or when required by law. All Board and committee members will be required to sign confidentiality agreements. 

XVI.    NON-DISCRIMINATION

    In the administration of all its affairs and policies, the Corporation shall not discriminate against any person or organization on the basis of race, color, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, age, disability and genetic information (including family medical history), or any other classification protected by applicable federal, state, or local law.

XVII.    AMENDMENTS

    Any of the Bylaws herein, in whole or in part, may be changed, amended, or repealed, and new Bylaws adopted, in whole or in part, at any meeting of the Board of Directors, provided that each member of the Board present and voting has been notified of the proposed amendments by at least ten (10) days prior to the meeting.  Adoption shall require an affirmative vote of two-thirds of the total voting membership of the Board.

XVIII.    DISSOLUTION

    In the event of dissolution or final liquidation of this Corporation, none of the real or other property or any of the proceeds thereof shall be distributed or divided among any of the Directors or Officers or to the benefit of any individual.  Once all of the obligations and liabilities of the Corporation have been paid, satisfied and discharged, or adequate provision made therefore, all remaining assets or property shall be distributed for such religious or educational purpose deemed appropriate by the Board, including distribution to institutions which have met the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.  Transfers of assets or property shall conform to all statues of the State of Maryland and of the United States and shall be exempt from gift, inheritance, succession, estate, or death taxes.