Bylaws ARTICLE I Name and Purpose of Organization Section 1.1 Name. The official name of the organization shall be GreenBeLT Pride, Inc. (hereinafter, "GreenBeLT Pride"). Section 1.2 Purpose of Organization. The primary purpose of GreenBeLT Pride is to promote and protect the human and civil rights of gay, lesbian, bisexual, and transgender ("GLBT") persons in Maryland, and to provide for the elimination of prejudice and discrimination in our society. GreenBeLT Pride's mission is to address issues relevant to the local GLBT community through outreach, education and community service programs designed to promote tolerance and equality in the greater community. The purposes of the corporation are exclusively charitable, scientific and educational as defined under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provisions of any future United States Internal Revenue Law or Regulations there under, hereinafter collectively referred to as the Internal Revenue Code). Section 1.3 Membership. Membership shall be open to those individuals that support the purpose of the organization and pay annual membership dues. GreenBeLT Pride shall accept members without regard to sexual orientation, gender, gender-identity, marital or parental status, race, color, religion or creed, national origin, ancestry, age, political affiliation or disability.      1.3.1 Membership Classes. The Board of Directors may determine different classifications of membership and may, at its discretion, grant special assessments on a case by case basis at the recommendation of any Director.      1.3.2 Voting Rights. Each member of GreenBeLT Pride will be entitled to one vote on each matter submitted to a vote of the entire membership, provided however, that the member is in good standing at the time the vote is taken. Members whose dues or special assessments are not received and current at the time matters are submitted to the membership for elections shall be ineligible to cast a vote.      1.3.3 Membership Dues. Membership dues shall be determined by the Board of Directors. The Board may establish varying levels of membership dues for different classifications of membership. Membership dues shall be assessed on an annual basis and are not refundable. A dues increase of more than 15% of current dues must have membership approval. Increases in dues shall be limited to one per year.      1.3.4 Confidentiality. All lists or database records containing the names, addresses, or other personal identifiable data reflecting membership in the organization shall be kept confidential and for the exclusive use of the organization as provided for in these bylaws. On occasion, GreenBeLT Pride may exchange mail lists with like-minded organizations to effectuate a greater dissemination of information and for the express purpose of facilitating greater participation in GLBT activism. However, no personal identifiable information regarding the organizations membership shall be shared without the member's express written consent. Members shall be provided the express option of prohibiting the use of their name and address in connection with the organization's activities and publications. ARTICLE II Meetings Section 2.1 Annual Meeting. GreenBeLT Pride shall hold a meeting of its general membership at least once annually ("Annual Meeting"). The time and place of the Annual Meeting shall be determined by the Board of Directors or by a majority vote of the membership prior to the close of each Annual Meeting. Written notice of the Annual Meeting shall be provided to all members at least thirty (30) days prior to the date of the meeting. Written notice may be provided via mail, electronic mail or facsimile. Notice by mail shall be deemed to have been given at the time a written notice is mailed, postage prepaid. All other written notices shall be deemed to have been given at the time it is transmitted via electronic means to the recipient. Section 2.2 Regular Meetings and Attendance. The Board of Directors shall hold at least four (4) regular meetings per calendar year. Directors must attend 75% of regular meetings, or otherwise be subject to removal. Meetings shall be at such dates, times and places as the Board shall determine. Board meetings may be closed to non-officers at the request of a majority of Board members present for the purposes of discussing sensitive matters or personal issues. Section 2.3 Special Meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the President, Executive Officers, or by any (2) Directors. Special meetings shall be held upon ten (10) days written notice delivered by first class mail to each Director, or upon forty-eight (48) hours notice delivered to each Director personally or by telephone, electronic mail or facsimile. Such notice shall state the date, time and place and shall contain a general statement of the business proposed to be conducted at the meeting. Special meetings shall be closed to non-officers. Section 2.4 Notice. The following provisions shall govern the giving of notice for meetings of the Board of Directors. Notice may be delivered via mail, electronic mail, telephone, or facsimile. (a) Regular Meetings: Regular meetings shall be held upon, not less than, fifteen (15) days written notice delivered by mail to each Director, or upon not less than seven (7) days notice delivered to each Director personally or by telephone, electronic mail or facsimile. (b) Special Meetings: Special meetings shall be held upon, not less than, ten (10) days written notice delivered by first class mail to each Director, or upon not less than forty-eight (48) hours notice delivered to each Director personally or by telephone, electronic mail or facsimile. Notices by mail shall be addressed or delivered to each Director at his or her address appearing on the books of the Corporation, or at such other address as may be supplied by said Director for purposes of notice. Notice by mail shall be deemed to have been given at the time a written notice is mailed, postage prepaid. All other written notices shall be deemed to have been given at the time it is personally delivered to the recipient or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, to the recipient, to the recipient’s voicemail or other answering service, or to a person at the home or office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Section 2.5 Waiver of Notice. Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a written waiver of notice or a written consent to holding such meeting, or an approval of the minutes thereof, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 2.6 Conduct of Meetings. Unless otherwise agreed upon by a majority vote of the Directors, meetings of the Board shall be conducted in accordance with Robert's Rules of Order, which may be adapted as necessary, from time to time, as determined by the President and/or by resolution of the Board of Directors. Section 2.7 Quorum. A simple majority (50%+1) of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. Except as otherwise provided by these Bylaws, when a quorum is present, all decisions shall be take by majority vote of those present. Every action taken or decision made by the Directors present at any meeting in which there is a quorum, when duly assembled, shall be valid and regarded as an act of the Board of Directors, unless a greater number be required by law or by these Bylaws. The Board of Directors may adopt procedures for transacting business in the absence of a quorum, by the use of proxies, absentee balloting, or other similar device. Section 2.8 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting, if 75% of the entire Board of Directors (e.g., 7 of 10 Directors) or such committee, as applicable, shall individually consent in writing to such action without a meeting. Such written consent or consents shall be filed in the minutes of the proceedings of the Board of Directors or such committee. Action taken without a meeting in this manner, shall be valid and regarded as an act of the Board of Directors. Section 2.9 Participation in Meeting by Telephone Conference. Members of the Board of Directors or any committee thereof may participate in a meeting through use of conference telephones or similar communications equipment if available, so long as all Directors or committee members participating in such meeting can hear one another. Participation through the use of a conference telephone or similar communications device which enables a Director to hear and be heard constitutes presence at a Board meeting. ARTICLE III Directors Section 3.1 Authority of Directors. The Board of Directors (the "Board") is the policy-making body and may exercise all the powers and authority granted to it by these Bylaws and under Maryland law. All Corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Section 3.2 Number of Directors The Board of Directors of the Corporation shall consist of no more than 10 members. Section 3.3 Election and Term of Office. Directors shall be elected by a majority vote of the membership in attendance at the annual meeting. Except as provided for herein in Section 3.4 and 4.2, Directors shall hold office for a term not to exceed two (2) years but shall be eligible for re-election. Section 3.4 Vacancies. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a Director's term shall be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Section 3.5 Resignation. Any Director may resign effective upon giving written notice to the President and the Secretary of the Corporation. Resignations shall become effective upon receipt of written notification by both Officers unless the written notification specifies a future date upon which such resignation shall become effective. Section 3.6 Removal. Directors may be removed, by a two-thirds majority vote of the Board then in office, at any regular or special meeting. Reasons for removal may include, but are not limited to: Failure to attend a minimum of 75% of regular meetings; failure to adhere to the purposes and operational procedures of the Corporation, especially as those procedures relate to using the name of the Corporation and in handling financial transactions; conviction of a crime involving a breach of fiduciary duty; or other gross negligence or dereliction of duties. Section 3.7 Standing Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish standing committees of the Board composed of at least two (2) persons which, except for an Executive Committee, may include non-Board members. Standing Committees must include at least one (1) Board member. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the Corporation. The Board is empowered to disband any Standing Committee with the exception of the Executive Committee. Section 3.8 Reimbursement. Directors shall not receive any stated salary or other compensation for their services as Directors but may receive reimbursement for reasonable expenses incurred in connection with their duties performed in furtherance of the Corporation's business. Directors seeking reimbursement of expenses should, when possible, seek prior approval from the Board President. All such expenses shall be submitted, with appropriate documentation, to the Treasurer for reimbursement. ARTICLE IV Officers Section 4.1 Officers. The officers of the Corporation shall be the President, Vice-President, Treasurer, and Secretary as defined by the responsibilities set forth in sections 4.3 through 4.6. The Board may also elect or appoint such other officers, including Assistant Secretaries, Special Liaisons, or one or more Assistant Treasurers, as it shall deem desirable, such officers to have authority and perform the duties prescribed, from time to time, by the Board of Directors and to be elected in accordance with the provisions of this Article. In the event of a vacancy in the office of the President, the Vice-President shall act as President until such time as the vacant position is filled pursuant to Section 3.4. One person may hold two or more offices, except that neither the Secretary nor the Treasurer may serve concurrently as the President or Vice-President. Section 4.2 Election and Term of Office. The officers of the Corporation shall be elected by a majority vote of its membership in attendance at the Annual Meeting in accordance with the provisions set forth in Section 3.3, or in the event of a vacancy, as soon thereafter as convenient. The date of elections shall be announced to the membership at least 30 days prior to the election. Board member terms run from the first day of March to the last day of February. Election of new officers will occur as the first item of business at the annual meeting. Officers will be elected by a majority vote of the current members whose membership dues are current as of seven (7) days prior to the date of the Annual Meeting. Elections shall be conducted by secret ballot of members present and voting by written ballot at the discretion of the Board. Each member may vote once for each Board position, and proxy votes are not allowed. Each candidate for the Board shall run for a specific office among those set forth in Sections 4.3 through 4.7 below. The candidate receiving the highest vote total for each position shall be elected. In the event of a tie, a runoff election will be held. Candidates may be elected by acclamation if there is only one candidate for a position. Terms of office shall not exceed two (2) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment. Section 4.3 President. The President shall be the chief executive officer of the Corporation and shall, subject to control of the Board, have general supervision, direction and control of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors perform all duties attendant to that office and shall perform such other duties as may be prescribed by the Board of Directors. Section 4.4 Vice-President. In the absence, disability, or at the request of the President, the Vice-President shall preside at meetings of the Board of Directors and shall perform all duties of the President, and when so acting shall have all the powers of, and be subject to all restriction upon, the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors. Section 4.5 Secretary. The Secretary shall keep, or cause to be kept, the minutes of all meetings and decisions of the Board of Directors in the books proper for that purpose. The Secretary shall keep, or cause to be kept, a register showing the names of the Board of Directors and their addresses. The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors required by these Bylaws, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors. Section 4.6 Treasurer. The Treasurer shall be responsible for maintaining adequate and correct financial records of the Corporation in the books proper for that purpose. The Treasurer shall also be responsible for the management and disbursement of all funds of the Corporation, and shall report to the Board of Directors at each regular meeting on the status of the Corporation’s finances and shall perform such other duties as may be prescribed by the Board of Directors. The books of account shall at all reasonable times be open to inspection by any Director. ARTICLE V Standing Committees Section 5.1 Executive Committee. The President, Vice-President, Treasurer and Secretary (together the "Executive Officers") shall constitute the Executive Committee and may meet in the intervals between regular meetings of the Board of Directors to discuss matters relevant to the operation of the corporation. Section 5.2 Finance Committee. The Treasurer is the chair of the Finance Committee. The Finance Committee shall be responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget to be voted on by Board. The Board must approve the budget, and all expenditures must be within the budget. ARTICLE VI Voting Section 6.1 General Method of Voting. Except as otherwise provided herein, votes taken at all meetings shall be by voice. Section 6.2 Secret Ballots. Ballots shall be provided for the election of officers or the removal of any Director. Ballots shall be cast devoid of any indication of the identity of the individual casting such ballot. Ballots shall be used in deciding the removal of any officer or director. At any regular or special meeting, if a majority of those present so require, any issue may be voted upon in the manner and style provided for in the election of officers or the removal of Directors. At all votes by ballot the President of such meeting shall, prior to the commencement of balloting, appoint a committee of two (2) Directors who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the President the results of the election. The original copy of the certification shall be physically affixed to the minutes of that meeting. No Inspector of Elections shall be a candidate for office nor possess a personal interest in the issue voted upon. Section 6.3 Electronic Voting (E-Votes). The Board may allow voting to take place via electronic means, either via electronic mail or other Internet based forum, provided that all motions are presented in writing and distributed from a single point, preferably the Secretary; that no amendments are allowed to be voted into inclusion in the original motion, but that amendments are voted on as separate motions; and that a prescribed period of time for voting is announced and adhered to. All electronic votes will be recorded within the minute book and recorded in the same manner as other votes and the outcome of motions. In the event that a Director does not have access to the Internet or electronic mail, the Secretary shall make such efforts as are reasonable to substitute another form of communication that allows the Director to adequately participate in debate and to cast and have his or her vote recorded. ARTICLE VII Indemnification Each Director, officer, or employee of the Corporation (hereinafter referred to as, "Corporate Agent") may be indemnified by the Corporation against reasonable costs and expenses incurred by the Corporate Agent in connection with any claim, action, suit, or proceeding to which the Corporate Agent may be made a party by reason of the Corporate Agent being or having been a Director, officer, or employee of the Corporation, except in relation to any actions, suits, or proceedings in which the Corporate Agent shall be adjudged liable because of willful malfeasance, bad faith, negligence, or reckless disregard of the duties involved in the conduct of the Corporate Agent's office. In the absence of an adjudication which expressly absolves a Corporate Agent of liability to the Corporation arising from allegations of willful malfeasance, bad faith, negligence, or reckless disregard of the duties involved in the conduct of his office, or in the event of a court approved settlement, each Corporate Agent may be indemnified by the Corporation against payments made, including reasonable costs and expenses (including attorneys fees), provided that such indemnification shall be conditions upon the prior determination of two-thirds of the members of the Board of the Corporation who are not involved in the action, that such settlement is in the best interest of the corporation. Amounts paid in settlement shall not exceed costs, fees, and expenses which would have reasonably been incurred if the action, suit, or proceeding had been litigated to a conclusion. The foregoing rights and indemnification shall not be exclusive of any other rights to which said Corporate Agent may be entitled according to law. The Corporation may at any time through action of its Board obtain appropriate indemnification insurance, to ensure itself against any liability which may arise under this article. ARTICLE VIII Financial Administration Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31, but may be changed by resolution of the Board of Directors. Section 8.2 Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors or any committee thereof to which such authority has been delegated. Section 8.3 Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors, or any committee thereof to which such authority has been delegated, may select, or as may be selected by the President or by any other officer(s) or agent(s) of the Corporation, to whom such power may, from time to time, be delegated in writing by the Board. All checks, drafts, orders for the payment of money, notes, or other evidences of indebtedness of the Corporation shall be signed by the Corporate Treasurer and countersigned by the President. Section 8.4 Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and absent such authority by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 8.5 Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code. ARTICLE IX Books and Records The Corporation shall keep correct and complete books and records of account of the activities and transactions and shall also keep minutes of the proceedings of its Board and any committees having any of the authority of the Board. Any records maintained by the Corporation in the regular course of its business, including its books of account and minute books, may be kept on, or by means of, any electronic information storage device, or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Secretary shall maintain updated copies of all corporate records, including its minute book and record of accounts. The minute book shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws as amended or otherwise altered to date, and all minutes of meetings of the Board of Directors and committees thereof. All books and records of account of the Corporation shall be open to inspection by the Directors upon request. ARTICLE X Amendment of Bylaws These Bylaws may be amended or repealed by the affirmative vote of a majority of the Board of Directors present at any regular or special meeting, provided that notice of the proposed amendment is provided in accordance with Section 2.4, or by written consent in accordance with Section 2.8. Whenever a new Bylaw or amendment thereto is adopted, it shall be included in the corporate minute book with the original Bylaws. If any Bylaws or amendment thereto is repealed, the fact of the repeal with the date of the meeting or action by written consent when said repeal was adopted shall be stated in a writing placed in the corporate minute book with the original Bylaws. WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS These Bylaws were approved at a meeting of the Board of Directors of GreenBeLT Pride. We, the undersigned, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 10 pages, as the Bylaws of the corporation. Dated: ____________________ ___________________________________ Director - President ___________________________________ Director - Vice President ___________________________________ Director - Secretary ___________________________________ Director - Treasurer ©2007, GreenBeLT Pride This page last updated Thursday, May 24, 2007 at 2:24 pm.