CHT accepts ByLaws
General
Posted: Jan 26, 2010
The Board of Directors accepts the ByLaws as attached
CHT Bylaws
BYLAWS
THE CHOPTANK HERITAGE TRAIL, INC.
A NON-PROFIT MARYLAND CORPORATION
ARTICLE I
Section 1 - Name
The name of the corporation is "The Choptank Heritage Trail, Inc." and shall be incorporated under the laws of the State of Maryland.
ARTICLE II
Section 1 - Mission and Purpose
The Choptank Heritage Trail is a non-profit organization dedicated to partnering with Dorchester County stakeholders in the development of non-motorized transportation alternatives to create safe and effective connections between neighborhoods, shopping, recreation, heritage sites, services, schools, and employment.
To engage in any other activities which are not inconsistent with Section 501(c)(3) of the Internal Revenue Code and applicable laws of the State of Maryland.
ARTICLE III
Territory, Membership, Dues, Nominations, Annual/Special Meetings
Section 1 - Territory
The territory of The Choptank Heritage Trail is Dorchester County, Maryland
Section 2- Memberships
All persons who pay dues to The Choptank Heritage Trail shall be Governing Members, entitled to vote at membership meetings. All organizations that pay dues to The Choptank Heritage Trail shall be Member Organizations and allowed one vote, per organization, at membership meetings.
Section 3 - Dues
The dues for Governing Members shall be $10 per calendar year. Dues for Member Organizations shall be $25 per calendar year. Dues may be altered by majority vote of the Board of Directors.
Section 4 - Annual Meeting
An annual meeting of the members shall be held during the month of April. The meeting shall be for the purpose of electing at-large board members, discussion of goals and strategies for the ensuing year, changes to the bylaws of The Choptank Hertage Trail, and any other relevant business. If the election of Directors shall not be held in April, the Board of Directors shall cause the election to be held at a special meeting of the members as soon as thereafter as convenient.
Section 5 - Nominating-Committee
Prior to the Annual Meeting, the President shall appoint a Nominating Committee of three (3) Board members to present nominations for at-large board members to the Annual Meeting. The Nominating Committee shall meet and select a slate of nominees for Board of Directors. Consent of nominees shall be obtained before a name is presented. Nominees shall be named in the Annual Meeting notice. Nominations from the floor shall be in order at the Annual Meeting. The Nominations Committee shall dissolve upon conclusion of the Annual Meeting.
Section 6 - Special Meetings
Special meetings of the members may be called at any time by the President or by three other at-large Board of Directors. Special meetings of the members shall be called by the President upon receipt of a written request from ten percent (10%) of the members. Notice of the time, place and purpose of the meeting shall be mailed to each Council member not less than ten (10) nor more than thirty (30) days before a special meeting.
Section 7 - Proxies
At any meeting of the members, a member entitled to vote may vote by proxy if the proxy has been executed in writing by the requesting member and designating the requesting member's duly authorized attorney in fact. All proxies expire December 31 of the current year unless an earlier date is designated.
Section 8 - Mail Ballot
Any vote of a member may be made at any meeting called for any purpose by mail or a form prepared and sent to that member by the secretary of the corporation and signed by the member and must be received by the Secretary one day prior to the meeting indicating the member's vote on any question or resolution posed or recommended by the Board of Directors.
ARTICLE IV
Board of Directors
Section 1 - Board of Directors
The affairs of the corporation shall be managed by its Board of Directors.
Section 2 - Number and Election of Board of Directors
The Board of Directors shall consist of five (5) at-large board members elected at the annual membership meeting, and a representative from each proposed and/or existing trail project that has been approved by a majority vote of the at-large board members. Initially, two (2) of the Directors shall have a one (1) year term and three (3) of the Directors shall have two (2) year terms. Directors shall serve their terms from the date of their appointment.
From the Board of Directors, a President shall be elected at the annual board meeting immediately following the annual membership meeting. The President shall facilitate all board and membership meetings and the Vice-President, in the President's absence, shall carry on duties of the President. The annual board meeting shall be held immediately following the annual membership meeting in April of each year. Prior to the first annual meeting of members, the number of Directors shall initially be five (5) and shall serve until elections have been held at the first annual membership meeting.
Section 3- Vacancies
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by a two-thirds vote of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 4- Compensation
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, the expenses of travel and attendance, if any, may be allowed for attendance at such regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.
Section 5 - Place of Meeting
The Board of Directors may designate any place of meeting for any annual meeting or any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called the place of meeting shall be the principle office of the corporation. Special meeting may be attended by one or more members/directors via teleconferencing.
Section 6- Number and Notice of Meeting
The Board of Directors shall meet at least six (6) times a year, once in conjunction with the Annual Meeting at which time a calendar of the year's Board meeting shall be agreed upon. The meeting calendar shall be provided to each Board Member. Written or printed notice stating the place, day, hour, and agenda of any meeting of the members shall be delivered either personally, by any electronic means or by mail to each member entitled to vote at such meeting not less than ten (10) days prior to the date fixed for such meeting, by or at the direction of the President and one other Officer of the Board of Directors. In the case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation with postage thereon prepaid.
Section 7- Quorum
At any meeting of the Board, a majority of the Board members shall constitute a quorum. At the general meeting, twenty (20) members or twenty percent (20%) of the Council membership, whichever is less, shall constitute a quorum.
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Section 8- Consent in Lieu of Meeting
Any action to be taken at a meeting of the Directors or a committee thereof may be taken without a meeting if consent in writing, setting forth the action so to be taken, is signed by a majority of the Directors. Such consent shall have the same effect as a unanimous vote.
Section 9- Replacement of Inactive Directors
If during the course of a term of office an elected Director should be unable to regularly attend meetings of the Board, or fails to be a member in good standing with the corporation (does not pay dues and/or misses three consecutive meetings of the corporation), and fails to resign said office, the Board of Directors, upon written advance notification to the Director affected, and with the approval of the Board, may declare the position vacant by a majority vote and fill same as specified in Article IV, Section 3.
Section 10- Committees
The President or the Board of Directors may authorize and establish such committees as may be necessary to implement the goals of the Council. The President shall appoint the chair and members of any such committee.
ARTICLE V
Officers
Section 1- Number Qualifications and Designation
The Offices of the Corporation shall be a President, Vice President, Secretary, Assistant Secretary, and Treasurer.
Section 2 - Election and Term of Office
The Officers of the Corporation, except those elected by delegated authority pursuant to Article V, Section 3, shall be elected annually by the Board of Directors at the annual meeting, and each such Officer shall hold office until the next annual meeting of the Board of Directors, held in conjunction with the annual membership meeting, and until a successor shall have been elected and qualified, or until death, resignation, or removal.
Section 3- Subordinate Officers Committees and Agents
The Board of Directors may from time to time elect such other Officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any Officer or committee the power to
elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees and other agents.
Section 4- Resignations
Any Officer or agent may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5- Removal
Any Officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by the Board of Directors which elected, retained or appointed such Officer, committee or other agent whenever in the judgment of such authority the best interests of the corporation will be served thereby but such removal shall be without prejudice to the contract rights, if any, of any person so removed.
Section 6- Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board of Directors or by the Officer or committee to which the power to fill such office has been delegated pursuant to Article V, Section 3, as the case may be, and if the office is one for which these bylaws prescribe a term, shall be filed for the unexpired portion of the term. If a vacancy occurs in the office of the President, the Vice-President shall immediately assume the office of the President until the Board of Directors fills the vacancy. Any vacancy in the offices of the President, Vice-President, Secretary, Assistant Secretary, or Treasurer shall be filled by a designated appointee by the Board of Directors after receiving a majority vote by the same and shall be filled within twenty-one (21) days of such vacancy.
Section 7- President
The President shall be the chief executive officer of the Board of Directors and shall have general supervision over the activities and operations of the board, subject, however, to the control of the Board of Directors. The President shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressed delegated by the Board of Directors, or by these Bylaws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the President's Office, and such other duties as from time to time may be assigned by the Board of Directors. The President is authorized to dispense funds from corporate accounts in day-to-day operations of the corporation and consistent with these Bylaws.
Section 8- Vice-President
The Vice-President shall perform the duties of the President in the absence of the President and such other duties as may from time to time be assigned by the Board of Directors, or the President.
Section 9- Secretary
The Secretary shall be Secretary of the Board of Directors and of the corporation. He/she shall give or cause to be given, notice of all meetings of the members and the Board of Directors required by the Bylaws or by law to be given. The Secretary/Historian shall keep, or cause to be kept, a book of minutes at such place as the Board of Directors may order, of all the meetings of the Board of Directors and members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice
thereof given, the names of those present at the meetings of the Board of Directors and members' meetings, and the proceedings thereof. The Secretary/Historian shall keep, or cause to be kept, at such place as the Board of Directors may order, a register showing names of members and their addresses. He/she shall maintain or cause to be maintained, as such place as the Board of Directors may order, the official copies of the Article of Incorporation and Bylaws. The Secretary/Historian will also be responsible for keeping past, present and future documents and correspondence and acting as the Council's historian by maintaining accurate records on each greenway and rail-to-trail developed. The Secretary/Historian will maintain the Council's official files and maintain appropriate reference materials, documents and records to maintain an accurate history of the Council's activities.
Section 10- Assistant Secretary
The Assistant Secretary shall perform the duties of the Secretary in the absence of the Secretary and such other duties as may from time to time be assigned by the Board of Directors, or the President.
Section 11 - Treasurer
The Treasurer shall collect and keep all the funds of the Association in the manner prescribed by the Board of Directors. The Treasurer shall keep, or cause to be kept, an accurate accounting of all financial transactions of the corporation. He/she shall prepare, or cause to be prepared, all financial reports required by the Board of Directors, these Bylaws, or as required by state or federal law.
Section 12- General Requirements
On completion of their term of office, the Officers shall turn over all books, documents, records, funds and other property of the corporation to their successors. The Board of Directors may require the bonding, in such amounts as may be deemed advisable, of any Officer or employee of the corporation who is authorized to handle funds. Such bonds shall be written by Surety Companies, shall conform to the laws of the United States, and shall be paid for by the corporation. Officers may hold more than one office at any one time.
ARTICLE VI
Financial Authority, Contracts, Checks, Deposits, and Funds
Section 1 - Checks. Drafts. and other Orders for Payment
All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by the President and Treasurer. The Board of Directors may, by resolution, provide that a check, draft or order over and above an amount designated by the Board of Directors shall not be signed unless approved by the Board.
Section 2- Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE VII
Miscellaneous
Section 1 - Books and Records
This corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, on his, her or its agent or attorney, for any proper purpose at any reasonable time.
Section 2- Acquisition of Interests in Real Property
(a) Fee Interests. The corporation may purchase any real property of strategic value in developing trails for use by the public to preserve its availability for public benefit or for the purpose of buffering and protecting railbanked railroad corridors or converted railtrails.
(b) Conservation Easements. The Board of Directors may accept conservation easements to accomplish the corporation's purposes and in order to promote, protect, and buffer multiuse trail corridors, and converted multiuse trails if an endowment exists or is given with the easement to cover transaction costs, stewardship costs and potential legal costs that the corporation incurs or may incur in defending the easement. Such costs shall be determined by the Board of Directors on a case-by-case basis.
(c) Transfer of Real Property Interests. Nothing in this Article VII, Section 2 shall prevent the corporation from transferring or conveying any real property interest obtained in accomplishing the corporation's purposes, provided such transfer or conveyance shall continue to foster and facilitate the protection and conversation of greenways and rights-of-way into trails for usage by the general public, and shall be to a public agency or a non-profit, non-stock corporation qualified to accept such interests in land for purposes substantially similar to those set forth in Article II, Section 1 of these Bylaws or, in the case of conservation easements, qualified to accept such interests in real property as provided in Maryland Law and/or under the Section 170(h) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
ARTICLE VIII
Amendments
Section 1 - Powers of Directors to Amend Bylaws
The bylaws of this corporation may be amended, repealed, added to, or new bylaws may be adopted, by a resolution of the majority of the membership at annual membership meeting.
Trail News
06/07/2010
Saturday, June 12, 1-4pm, start at the Hyatt Blue Point Restaurant and venture downtown to Cannery Way via a beautiful waterfront route.
05/04/2010
Become a fan of the Choptank Heritage Trail
