By-Laws

PROPERTY OWNERS' ASSOCIATION OF DEEP CREEK LAKE, INCORPORATED

AMENDED AND RESTATED BY-LAWS
 
Preamble
 
The object and purpose of this organization shall be to protect and preserve the quality of life in, on and around Deep Creek Lake and in its watershed, Garrett County, Maryland.
 
Article I:  Name and Location
 
The name of the corporation is Property Owners' Association of Deep Creek Lake, Incorporated, hereinafter referred to as "the Corporation."  The principal office of the Corporation shall be located at such place within Garrett County, Maryland as may be designated by the President and meetings of members and Directors may be held at such places as may be designated by the Board of Directors.
 
Article II:  Members
 
Any person (i) owning property adjoining the DNR buffer strip around Deep Creek Lake, (ii) owning property within one mile from any point on the buffer strip around Deep Creek Lake, or (iii) who, upon approval of the Board of Directors, has demonstrated a commitment to the promotion, preservation and protection of the quality of life, environment, recreational opportunities, historic sites and historic areas in, on and around the Deep Creek Watershed, shall be eligible for membership in the Corporation.  For purposes of this Article, eligible persons shall include not only those persons who actually own the property, but also their spouses and adult children.  Any person who is eligible for membership shall become a member upon completing an application and payment in full of the current dues, and shall remain a member so long as the annual dues as determined each year, along with any other assessments, are paid in full.
 
Article III:  Meetings of Members
 
SECTION 1.  Regular Meetings.  The Corporation shall hold two regular meetings of the members each year on dates selected by the Board of Directors.  One meeting shall be held on a Saturday in June and the other meeting shall be on a Saturday in August.
 
SECTION 2.  Special Meetings.  Special meetings of the members may be called by the President or the Board of Directors or upon written request of ¼ of all the members.
 
SECTION 3.  Place of Meetings.  All meetings of members shall be held in Garrett County, Maryland.
 
SECTION 4.  Notice of Meetings.  Written notice of each meeting of the members shall be mailed, postage pre-paid by the Secretary, to each member of record entitled to vote thereat at his or her Post Office address, as it appears upon the books of the Corporation.  Each such notice shall state the place, day, and hour at which the meeting is to be held, and in the case of any special meeting, shall state briefly the purpose or purposes thereof.  Notwithstanding the foregoing, the Secretary may, in lieu of mailing notice of the June and August meeting, publish the notice at least twice prior to the meeting in a newspaper of general circulation in Garrett County.
 
SECTION 5.  Conduct of Meetings.  Meetings of members shall be presided over by the President of the Corporation, or, if he or she is not present, by a Vice-President; or, if none of said officers is present, by a Chairman to be elected at the meeting.  Such Chairman is to be a member of the Board of Directors, if any are present.  The Secretary of the Corporation, or if such Secretary is not present, any Assistant Secretary, shall act as Secretary of such meeting; in the absence of any Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.
 
SECTION 6.  Motions.  No motion may be brought before the members for a vote at any regular or special meeting unless such motion is:  (i) presented by the Board of Directors or an officer or committee of the Corporation; or (ii) submitted in writing by the member desiring to make such motion to any officer of the Corporation at least 30 days prior to the meeting of the members at which the motion is presented.
 
SECTIOIN 7.  Quorum.  The presence at the meeting of fifty (50) members entitled to vote shall constitute a quorum for any action.  If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented.
 
Article IV:  Board of Directors
 
SECTION 1.  General Powers.  The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.
 
SECTION 2. Number and Term of Office.  The number of Directors shall be twelve (12) or such other number, but not less than three nor more than eighteen (18), as may be designated from time to time by resolution of the majority of the entire Board of Directors.  Membership shall be qualification of a Director, except that a past president may serve as a Director without being qualified for membership.  The Directors shall serve for a period of three (3) years or for the unexpired term if appointed to replace a Director and shall be so elected that the terms of 1/3 of the Directors will expire each year.  The term of office of any Director elected after August, 2013, shall be limited to three full consecutive three-year terms.  Directors who have served three full consecutive three-year terms, or who may have left the Board for any reason other than removal for cause, shall be eligible for election for the Board again after one year.  Directors shall hold office until they terminate their term in office for any reason and until their successors have been elected or selected and assume office.  
 
SECTION 3. Emeritus Directors.  Any person who shall have served as President of the Corporation shall be an emeritus member of the Board and shall be entitled to all the rights and privileges of a Director except the right to vote.
 
SECTION 4. Nomination and Election of Directors. 
No later than June 30 of any year in which the term of any Director is scheduled to expire, any member of the Corporation may nominate any member of the Corporation who is in good standing for consideration by the Nominating Committee as a nominee for the position of Director.  Any person so nominated and wishing to be considered as a nominee for the position of Director shall meet with the Nominating Committee at least twenty-one days prior to the August meeting of the members of the Corporation.   At least fourteen days prior to the August meeting of the members of the Corporation, the Nominating Committee shall decide upon a slate of Directors, and shall present said slate to the Board of Directors of the Corporation for approval at its meeting prior to said August meeting. The Nominating Committee shall thereafter present said slate of nominees to the members of the Corporation for election at the annual August meeting.
 
SECTION 5.  Filling of Vacancies.  In the case of any vacancy on the Board of Directors through death, resignation, disqualification, removal or other cause, the president shall, at the next Board Meeting, nominate a new member of the Board for the unexpired portion of the term of the Director whose place shall be vacant.  Such nomination shall be subject to the approval of the majority of the remaining members of the Board present at the meeting.
 
Similarly, and in the event that the number of Directors be increased as provided by these By-Laws, the additional Director so provided for shall be nominated by the President, subject to the approval of the majority of the Board present at the next meeting of the Board.
 
Any Director may be removed from office with or without cause by the Affirmative vote of two-thirds majority of the members entitled to vote at any general or special meeting of the members regularly called.
 
SECTION 6.  Mandatory Removal.  Any member of the Board of Directors or one of its officers who shall fail to attend three (3) consecutive regular meetings without good cause shall be removed as a member of the Board of Directors and/or officer as the case may be.  The term "meetings" is to include Board of Directors and Membership meetings.  The Board shall have complete discretion to grant or withhold its approval of good cause, but shall take into account the illness of the Board member or a close member of the family, as well as any other reasonable type of good cause.
 
SECTION 7.  Place of Meeting. - The Board of Directors may hold their meetings and have one or more offices and keep the books of the Corporation either within or outside the State of Maryland at such place or places as they may from time to time determine by resolution or by written consent of all Directors.  The Board of Directors may hold their meeting by telephone conferencing, video conferencing, or other electronic communications equipment in accordance with the provisions of Maryland Corporation law.
 
SECTION 8. Regular Meetings.  The Regular meetings of the Board of Directors shall be held in June, prior to the June General Membership meeting, in August, prior to the August General Membership meeting and immediately following the August General Membership meeting.  The Board shall also have one meeting in the fall and one in the spring and each member of the Board shall be given at least 30 days notice of the date of such meeting.
 
SECTION 9.  Special Meetings. - Special meetings of the Board of Directors shall be held whenever called by the President, Vice President, or any four (4) members of the Board of Directors.  The Secretary or the President shall give notice of each special meeting of the Board of Directors by mailing the same at least ten (10) days prior to the meeting or by faxing, telephoning, emailing, or communicating by other electronic means the same at least five (5) days prior to such meeting to each Director; provided, however, that notice may be waived by any Director.  Although the notice shall state the initial purpose of the meeting, once held, any and all business may be transacted at any special meeting.  
 
SECTION 10.  Quorum.  Seven (7) members of the Board of Directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of the majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these By-Laws.
 
SECTION 11.   Required Vote.  An affirmative vote of the majority of those present shall be necessary for the passage of any resolution.
 
SECTION 12.   Compensation of Directors.  Directors shall not received any stated salary for their services as such, but each Director may, upon approval of the Board, be entitled to receive from the Corporation reimbursement of the expenses incurred in the performance of his or her duties as a member of the Board.  Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
 
SECTION 13.   Nominating Committee. 
The President shall select a Nominating Committee from the Board of Directors.  The Nominating Committee shall be subject to the approval of the Board at the regular June meeting of the Board.
 
SECTION 14.  Committees.  The President may designate one or more committees, each committee to consist of at least two Directors of the Corporation and such committee may exercise the powers delegated to it by the Board of Directors.  Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.  In addition to the Directors, the President may designate one or more members of the Corporation to serve on a Committee.
 
SECTION 15.  Action without Meeting. -  Any action of the Directors may be taken without a meeting if consent in writing setting forth the action that was taken and  signed by all of the Directors is filed in the minutes of the Directors. Such consent shall have the same effect as a unanimous vote.  
 
Article V:  Officers
 
SECTION 1. Election, Tenure and Compensation.  The officers of the Corporation shall be a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer, and also such other officers, including additional Vice-Presidents and one or more Assistants to the foregoing officers, as the Board of Directors from time to time consider necessary for the proper conduct of the business of the Corporation.  The offices of President, First and Second Vice-President, Secretary and Treasurer shall be filled annually by the Board of Directors at its regular meeting which immediately follows the August General Membership meeting, and the newly elected officers shall assume their duties immediately following the adjournment of the August meeting of the Directors at which they are elected.  All officers shall be Directors.  Any two or more of the above offices, except those of President and Secretary 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.
 
In the event that any office other than an office required by law shall not be filled by the Board of Directors, 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 Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a two-thirds majority of the whole Board of Directors, and all officers, agents, and employees shall hold office at the discretion of the Board of Directors or of the officers appointing them.
 
SECTION 2. 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 shall preside at all membership meetings as well as all meetings of the Board of Directors  unless the Board of Directors shall by majority vote of a quorum thereof elect a Chairman other than the President to preside at meetings of the Board of Directors.  The President may sign and execute all authorized  bonds, contracts, or other obligations in the name of the Corporation; and the President shall be ex officio a member of all standing committees.  The President shall have the general powers and duties of supervision and management usually vested in the office of President of a Corporation.  The President shall do and perform such other duties as may from time to time be assigned by the Board of Directors.
 
SECTION 3. Powers and Duties of the First Vice-President.  The First Vice-President may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation.  The First Vice-President shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or by the President.  In the case of absence or disability of the President, the duties of that office shall be performed by the First Vice-President, and the taking of any action by the First Vice-President in place of the President shall be conclusive evidence of the absence or disability of the President.
 
SECTION 4. Powers and Duties of the Second Vice-President.  The Second Vice-President shall have such powers and shall perform such duties as may be assigned by the Board of Directors, or by the President.  In the case of the absence or disability of the President and First Vice-President, the duties of those offices shall be performed by the Second Vice-President, and the taking of any action by any such Vice-President in place of the President and First Vice-President shall be conclusive evidence of the absence or disability of the President and First Vice-President.
 
SECTION 5. Secretary.  The Secretary shall give or cause to be given notice of all meetings of members and Directors and all other notices required by law or by these By-Laws, and in the case of the absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the Directors or members upon whose written request the meeting is called as provided in these By-Laws.  The Secretary shall record all the proceedings of the meetings of the members and of the Directors in books provided for that purpose.
 
SECTION 6. Treasurer.  The Treasurer shall have custody of all funds and securities of the Corporation, and shall keep full and accurate accounts of receipts and disbursement in books belonging to the Corporation.  The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation in such depository as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.  The Treasurer shall render to the president and the Board of Directors whenever either of these so requests, an account of all transactions as Treasurer and of the financial condition of the Corporation.
 
The Treasurer shall give the Corporation a bond if required by the Board of Directors, in a sum and with one or more sureties satisfactory to the Board of Directors, for the faithful performance of the duties of the office and for the restoration to the Corporation in case of the death, resignation, retirement, or removal from office, of all books, papers, vouchers, monies, and other properties of whatever kind in his/her possession or under his/her control belonging to the Corporation.
 
SECTION 7. Assistant Secretary or Treasurer.  The Board of Directors may appoint an Assistant Secretary or Treasurer or more than one Assistant Secretary or Treasurer.  Each Assistant Secretary or Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have the power to perform all duties of the Secretary or Treasurer in the absence or disability of the Secretary or Treasurer and shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or the President.  In case of the absence or disability of the Secretary or Treasurer, the duties of the office may be performed by any Assistant Secretary or Treasurer, and the taking of any action by any such Assistant Secretary or Treasurer in place of the Secretary or Treasurer shall be conclusive evidence of the absence or disability of the Secretary or Treasurer.
 
SECTION 8.  The Board of Directors may from time to time appoint other officers as the Board of Directors considers necessary for the proper conduct of the business of the Corporation. 
 
Article VI:  Bank Accounts and Loans
 
SECTION 1.  Bank Accounts.  Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit or initiate a wire transfer or other electronic fund transfer of any funds of the Corporation in such banks, credit union or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw or initiate a wire transfer or other electronic fund transfer of any or all of the funds of the Corporation so deposited in any such bank, credit union 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, credit union 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 Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank, credit union or trust company.  
 
There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are so deposited, the signature of the officers or agents of the Corporation are so 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 Directors shall fail to designate the persons by whom 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 Treasurer or Assistant Treasurer of the Corporation.  Whenever possible, and except for the amount necessary to maintain an operating account, the funds of the Corporation shall be kept in an interest bearing account.
 
SECTION 2.  Loans.  Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board of Directors, shall from time to time designate, and as security for the repayment of such loan, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks, bonds, bonds, rights and interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end, to endorse, transfer and deliver the same.  
 
There shall from time to time be certified to each bank, trust company, institution, corporation, or firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.
 
Article VII:  Reimbursements
 
Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by the officer or employee, 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 Directors, 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 Directors, proportionate amounts may be withheld from  future compensation payments until the amount owed to the Corporation has been recovered.
 
Article VIII:  Liability and Indemnification of Officers and Directors
 
The Corporation shall indemnify every person who is or was an officer or Director of the Corporation and who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending or completed action, suit or proceeding by reason of service in that capacity, whether civil, criminal, administrative or investigative, if that person (i) acted in good faith; and (ii) reasonably believed (a) in the case of conduct in that person's official capacity, that the conduct was in the best interests of the Corporation; and (b) in all other cases that the conduct was at least not opposed to the best interests of the Corporation; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe that the conduct was unlawful.  
 
The indemnification provided for in this Article is against judgments, penalties, fines, settlements and reasonable expenses actually incurred in connection with any such threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative; provided, however, that if any such action, suit or proceeding was one by or in the right of this Corporation, indemnification shall be made only against reasonable expenses and shall not be made in respect to any proceeding in which the person otherwise entitled to indemnification pursuant to the provisions of this Article has been adjudged to be liable to the Corporation.  The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, creates a rebuttable presumption that the person otherwise entitled to indemnification did not meet the requisite standard of conduct set forth in this Article.  A person who is or was an officer or Director of this Corporation is not indemnified under the provisions of this Article in respect of any threatened, pending or completed action, suit or proceeding charging improper personal benefit to that person, whether or not involving action in that person's official capacity, in which the person was adjudged to be liable on the basis that personal benefit was improperly received.  
 
The provisions of this Article are intended to provide every person who is or was an officer or Director of the Corporation and who was, is or is threatened to be made a named defendant or respondent in any threatened, pending or completed action, suit or proceeding by reason of service in that capacity, with indemnification to the extent permitted in Section 2-418(b) of Title 2, Corporations and Associations Article, Annotated Code of Maryland as from time to time amended or superseded.  Indemnification under this Article may not be made by the Corporation unless authorized in the specific case after a determination has been made that indemnification is permissible because the person who is or was an officer or Director of the Corporation has met the standard of conduct set forth in this Article.  Such determination shall be made in the manner provided in Section 2-418(e) of Title 2, Corporations and Associations Article, Annotated Code of Maryland, as from time to time amended or superseded.  
 
Reasonable expenses incurred by any person who is or was an officer or Director of the Corporation and who is a party to any threatened, pending or completed action, suit or proceeding by reason of service in that capacity, may be paid or reimbursed by the Corporation in advance of the final disposition of that proceeding, after a determination that the facts then known to those making the determination would not preclude indemnification under this Article, upon receipt by the Corporation of:
(a) A written affirmation by that person of that person's good faith belief that the standard of conduct necessary for indemnification by the Corporation as authorized in this Article has been met; and
(b) A written undertaking by or on behalf of that person to repay the amount if it shall ultimately be determined that the standard of conduct necessary for indemnification by the Corporation as authorized in this Article has  not been met.  The undertaking required by this subparagraph (b) shall be an unlimited general obligation of the person making it but need not be secured and may be accepted without reference to financial ability to make the repayment. 
Determination and authorization of payments under this Article shall be in the manner specified in Section 2-418(e) of Title 2, Corporations and Associations Article, Annotated Code of Maryland as from time to time amended or superseded.  The officers and Directors of the Corporation shall not be liable to the Corporation for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith.  The officers and Directors of the Corporation shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Corporation, and the Corporation shall indemnify and forever hold each such officer and Director free and harmless against any and all liability to others on account of any such contract or commitment except as aforesaid.  
 
The provisions of this Article do not limit the power of the Corporation to pay or reimburse expenses incurred by any person who is an officer or Director of the Corporation in connection with an appearance as a witness in any proceeding by reason of service in that capacity, or otherwise involving the Corporation, when that person has not been made a named defendant or respondent in the proceeding.  Any right to indemnification provided for in this Article shall be in addition to, and not exclusive of, any other rights to which any person who is or was an officer or Director of the Corporation may be entitled by law, or otherwise.  The Corporation may purchase and maintain insurance on behalf of any person who is or was an officer or Director of the Corporation against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify against such liability pursuant to the provisions of this Article, or otherwise.  
 
The Directors shall exercise their powers and duties in good faith and with a view to the interests of the Corporation.  A contract or other transaction between the Corporation and any of its Directors, or between the Corporation and any corporation, firm or other entity in which any of its Directors is a director or has a material financial interest is not void or voidable solely because of the common Directorship or interest, or because the Director is present at the meeting of the Board of Directors which authorizes, approves or ratifies the contract or transaction, or because the vote of the Director was counted for the authorization, approval or ratification of the contract or transaction, if any of the following condition exist:
(a) The fact of the common directorship or interest is disclosed or known to the Board of Directors and the Board of Directors authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of disinterested directors, even if the disinterested Directors constitute less than a quorum; or
(b) The fact of the common directorship or interest is disclosed or known to the members of the Corporation entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the members entitled to vote other than the votes appurtenant to memberships owned by the interested Director or Corporation, firm or other entity; or
(c) The contract or transaction is fair and reasonable to the Corporation at the time it was authorized, approved or ratified.
Common or interested Directors or the votes which they are entitled to cast or which are entitled to be cast by an interested corporation, firm or other entity, may be counted in determining the presence of a quorum at a meeting of the Board of Directors as the circumstances may require, at which the contract or transaction is authorized, approved or ratified.  If a contract or transaction  is not authorized, approved or ratified in the manner provided for in subparagraphs (a) or (b) of this paragraph, the person asserting the validity of the contract or transaction bears the burden of proving that the contract or transaction was fair and reasonable in the Corporation at the time it was authorized, approved or ratified.
 
Article IX:  Conflicts of Interest
 
SECTION 1. Financial Conflicts.  For purposes of this provision, the term "interest" shall include personal interest, interest as Director, Officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.
No Director or Officer of the Corporation shall be disqualified from holding any office in the organization by reason of any interest in any concern. A Director or Officer of the Corporation shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the Corporation is an affiliate. No transaction of the Corporation shall be voidable by reason of the fact that any Director or Officer of the Corporation has an interest in the concern with which such transaction is entered into, provided:
. The interest of such Officer or Director is fully disclosed to the Board of Directors.
. Such transaction is duly approved by the Board of Directors not so interested or connected as being in the best interests of the organization.
. Payments to the interested Officer or Director are reasonable and do not exceed fair market value.
. No interested Officer or Director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
 
SECTION 2. Non-Financial Conflicts. The standard of behavior for the Corporation is that all Board members and officers scrupulously avoid conflicts of interest between the interests of the Corporation on one hand, and personal, professional, and business interests on the other. This includes avoiding potential and actual conflicts of interest, as well as perceptions of conflicts of interest.
The purposes of this policy are to protect the integrity of the Corporation's decision-making process, to enable the Corporation's constituencies to have confidence in its integrity, and to protect the integrity and reputations of Board members and officers. Upon or before election or appointment, Board members and officers will make a full, written disclosure of interests, relationships, and holdings that could potentially result in a conflict of interest. This written disclosure will be kept on file and will be updated as appropriate.
In the course of meetings or activities Board members and officers will disclose any interests in a transaction or decision where they (including business or other nonprofit affiliations), their family, and/or significant other, employer, or close associates will receive a benefit or gain. After disclosure, the disclosing Board member or officer will be asked to leave the room for the discussion and will not be permitted to vote on the issue.
 
Article X:  Insurance
 
SECTION 1.  Insurance.  The Board of Directors of the Corporation shall obtain such insurance as is required by law, and may obtain and maintain, to the extent reasonably available, any additional insurance.  The types of insurance that the Corporation shall or may obtain include, but are not limited to, the following:
(a) General liability or other such all risks policy; and
(b) Workman's compensation insurance for employees of the Corporation to the extent necessary to comply with any applicable law; and
(c) A "Legal Expense Indemnity Endorsement," or its equivalent, affording protection for the officers and Directors of the Corporation for expenses and fees incurred by any of them in defending any suit or settling any claim, judgment or cause of action to which any such officer or Director shall have been made a party by reason of the services as such; and
(d) Such other policies of insurance, including director and officer liability insurance and insurance for other risks of a similar or dissimilar nature and fidelity coverage as required by these By-Laws, as are or shall hereafter be considered appropriate by the Board of Directors.
 
SECTION 2.  Limitations.  Any insurance obtained pursuant to the requirements of this Article shall be subject to the following provisions:
(a) All insurance policies issued to the Corporation shall be written or reinsured with a company or companies licensed to do business in the State of Maryland.  A non-admitted insurance company may be used if there are no satisfactory admitted markets available. The Corporation prefers that its coverage be placed with an insurance company/companies having a policyholder's rating of "A" or better and a current financial rating of "XIII" or better in the current on-line edition of "Best's Key Rating Guide" for property and casualty companies.
(b) Exclusive authority to negotiate losses under said policies shall be vested in the Board of Directors of the Corporation or its authorized representatives.
(c) All policies shall provide that such policies may not be canceled or substantially modified (including cancellation for non-payment of premium) without at least thirty (30) days prior written notice to any and all insured named thereon.
(d) All policies shall contain a waiver of subrogation by the insurer as to any and all claims against the Corporation, the Board of Directors, the members of the Corporation and their respective agents, employees or tenants, and of any defenses based upon co-insurance or invalidity arising from the acts of the insured.
 
Article XI:  Miscellaneous Provisions
 
SECTION 1. Fiscal Year.  The Fiscal Year of the Corporation shall end on the last day of December.
 
SECTION 2. Notices.  Whenever, under the provisions of these By-Laws, notice is required to be given to any Director, officer, or member, it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member, officer or director, at such address as appears on the books of the corporation and such notice shall be deemed to be given at the time the same shall be thus mailed. Alternatively, notice may be given by email or other electronic communication sent to each member, officer or director at such email or other electronic address as appears on the books of the corporation and such notice shall be deemed to be given at the time it is sent electronically.  Any member, director or officer may waive any notice required to be given under these By-Laws.
 
 
Article XII:  Corporate 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 be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.
 
Article XIII:  Amendments
 
The Board of Directors 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.
 
Transcription of By-Laws from original document 8-21-12
Updated 11-4-12 with Amendments approved on April 14, 2012
Updated with Amendments approved by the Board on March 16, 2013
Updated Preamble approved by the Board on June 14, 2014
Updated Membership approved by the Board on October 25, 2014