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BY LAWS
ARTICLE I
The principal
office of the Corporation in the State of
ARTICLE II:
Membership
Section 1 – Members.
There shall be two (2) classes of members of this
Corporation. The first class of members shall be known as
“operator members”, the second class of members shall be known
as “associate members”.
Section 2 -
Qualification of Operator Members. Any corporation,
partnership or individual holder of a valid passenger bus
operating certificate granted by the USDOT, Maryland PSC and/or
the Washington Metropolitan Area Transit Commission who operates
motor buses with a seating capacity greater than twenty-one (21)
passengers, excluding the driver, other than buses designed and
manufactured specifically for the transportation of school
children traveling to and from school, shall be eligible for
membership in this Corporation. Said operator members shall be
entitled to all rights and privileges conferred hereunder.
Corporate and partnership operator members may be represented by
a shareholder, officer, director, or other designated
representative of said member.
Section 3 -
Qualification of Allied Member.
Any person, firm or
corporation engaged in the business of manufacturing, selling,
or serving buses; or any person, firm or corporation that
supplies tour and travel related ancillary legal and/or
accounting services to corporations, partnerships, or
individuals engaged in the passenger bus transportation business
may be entitled to become members of the Corporation. Two (2)
Allied members shall be entitled to hold non-voter office in the
Corporation.
Section 4 - Application
for Membership.
Application for membership shall be made in the manner
prescribed by the Board of Directors. Such application, at the
time of submission to the Board of Directors, must include the
written sponsorship of two (2) members of the Corporation.
Acceptance or rejection of such an application shall be by a
majority vote of the Board of Directors.
Section 5 - Voting
Rights.
Each Operator member shall be entitled to one (1) vote
in the election of the Board of Directors. Allied members shall
not be entitled to vote.
Section 6 – Dues.
Each member shall be charged with dues as established by
the Board of Directors. Annual dues payable by September 1st of
each year.
Section 7 - Termination
of Membership.
The Board of Directors, by affirmative vote of a
majority thereof, may suspend or expel a member for cause after
an appropriate hearing, and, by a majority vote, may terminate
the membership of any member who shall be in default in the
payment of dues.
Section 8 – Resignation.
Any member may resign by filing a written resignation
with the Secretary, but such resignation shall not relieve the
member so resigning of the obligation to pay any dues,
assessments, or other charges theretofore accrued and unpaid.
Section 9 –
Reinstatement.
Upon written request
signed by a former member and filed with the Secretary, the
Board of Directors, by the affirmative vote of a majority of the
members of the Board, may reinstate such former member to
membership upon such terms as the Board of Directors may deem
appropriate.
Section 10 - Transfer of
Membership.
Membership in this Corporation is not transferable or
assignable.
Section 11 – Meetings.
The meetings of the
Corporation shall be held quarterly, or more often as determined
by the board. Written notice of the time and place of the
meeting shall be delivered personally to each member by mail or
electronic communications equipment or other form of written
communication, charges prepaid, addressed to them at their
address as it is shown on the records of the Corporation, or if
it is not shown on the records or is not readily ascertainable,
at the place where the meetings are regularly held.
Section 12 - Board
Meetings.
Board meetings of the
members of the Corporation for any purpose or purposes may be
called at any time by the President of the Corporation or by any
time by the President of the Corporation or by any two (2)
members of the Board of Directors. Board members will be
notified of the place and time of the meeting.
Section 13 – Questions.
A quorum for any meeting
of the members shall be a majority of the members
Section 14 – Proxies.
At any meeting of
members, a member entitled to vote may vote by proxy executed in
writing by the member or by his duly authorized
attorney-in-fact. No proxy shall be valid after three months
from the date of its execution, unless otherwise provided in the
proxy.
Section 15 - Liabilities
of Members. No person who is now, or
who later becomes a member of this Corporation shall be
personally liable to its creditors for any indebtedness or
liability, and any and all creditors of this Corporation shall
look only to the assets of the Corporation for payment.
ARTICLE III:
Board of Directors
Section 1 - Number of
Directors.
The Board of Directors
shall consist of four (4) officers and three (3) directors until
the number of directors is changed by the amendment to these
by-laws.
Section 2 – Quorum.
Five (5) members of the
Board of Directors shall constitute a quorum for the transaction
of business
Section 3 - Powers of
Directors.
Subject to limitations of
the articles of incorporation, other sections of the by-laws,
and of
(A) To
conduct, manage and control the affairs and business of the
Corporation, and to make rules and regulations not inconsistent
with law, the articles of incorporation or the by-laws
(B) To
appoint such committees as necessary and convenient
(C) To appoint and
compensate an Executive Secretary for the Corporation to perform
appropriate administrative functions and duties of the
Corporation.
Section 4 - Nomination,
Elections and Term of Office. A three (3) member
nomination committee shall be selected by the President sixty
(60) days before the annual meeting. In addition, independent
nominations may be made at the annual meeting, providing that
the nomination has the consent of the nominee. More than one
individual employed by or otherwise designated to represent an
operator member may be nominated and stand for election as a
director. The term of office of each director of this
Corporation shall be two (2) years or until his successor is
elected. Successors for directors whose terms of office are then
expiring shall be elected at the annual meeting of the members
in the year such terms expire. A director may succeed himself in
office.
Section 5 – Vacancies.
Vacancies in the Board of
Directors shall be filled by a majority of the remaining
directors then in office. When less than three (3) directors
remain, vacancies shall be filled by a vote of the general
membership. A successor director so elected shall serve for the
unexpired term of his predecessor.
Section 6 - Place of
Meetings.
Regular meetings of the
Board of Directors shall be held at any place, within the state,
that has been designated from time to time by resolution of the
Board or by written consent of all Directors. In the absence of
this designation, regular meetings shall be held at the
principal office of the Corporation. Special meetings of the
Board may be held either at a place designated or at the
principal office. The Board of Directors may hold their meetings
by conference telephone or similar electronic communications
equipment in accordance with the provisions of the Maryland
Corporation law.
Section 7 - Organization
Meeting. Following the annual meeting of
members, the Board of Directors shall hold a regular meeting for
the purpose of organization, election of officers, and the
transaction of other business
Section 8 - Other
Regular Meetings.
Other regular meetings of
the Board of Directors shall be held on call at least quarterly.
Written notice of such regular meetings shall be given at least
ten (10) days in advance of such meetings, with a proposed
agenda. Such notices shall be sent to the membership
Section 9 - Special
Meetings.
Special meetings of the
Board of Directors for any purpose of purpose may be called at
any time by the President or by any two Directors. Written
notice of the time and place of special meetings shall be
delivered personally to each Director or sent to each director
by mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown on the
records of the Corporation, or if it is not so shown on the
records or it is not readily ascertainable at the place at which
the meetings of the Directors are regularly held. The notice and
a proposed agenda shall be mailed to the membership at least
five (5) days before the time of the holding of the meeting. The
transaction of any meeting of the Board of Directors, however
called and noticed and wherever held, shall be as valid as
though had at a meeting held after regular call notice, if a
quorum is present and if either before or after the meeting each
of the Directors not present signs a written wavier of notice or
a consent to hold the meeting or an approval of the minutes. All
such waivers, consents, or approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
Section 10 - Action
without a Meeting.
Any action by the Board
of Directors may be taken without a meeting if all members of
the board individually or collectively consent in writing to
this action. Such written consent or consents shall be filed
with the minutes of the proceedings of the Board.
Section 11 – Removal.
A Director may be removed
from office, for cause, by vote of a majority of the Directors.
The entire Board of Directors may be removed by the majority
vote of the membership at any special meeting of the membership
provided that written notice of such removal is given with the
notice of such meeting.
Section 12 –
Compensation.
The Directors shall
receive no compensation for their services as Directors, but by
resolution of the Board of Directors a fixed sum and expenses of
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 13 - Bank
Accounts and Loans.
Such officers or agents
of the Corporation as time to time shall be designated by the
Board of Directors shall have authority to deposit any funds of
the Corporation in such banks 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 be authorized by the
Board of Directors may withdraw any or all of the funds of the
Corporation so deposited in any such bank 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 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 or trust company. There
shall from time to time be certified to the banks or trust
companies or agents of the Corporation are 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, as here in above provided in this Section, all
of such 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 Secretary or Treasurer or an
Assistant Secretary or an Assistant Treasurer or an assistant
Secretary or an Assistant Treasurer of the Corporation.
ARTICLE IV:
Officers
Section 1 – Officers.
The officers of the
Corporation shall be a president, vice president, secretary and
treasurer and such other officers as the Board of Directors may
appoint. One person, other than the president, may hold more
than one of these offices. Officers other than the president
need not be members of the Board of Directors.
Section 2 – Election.
The Board of Directors
shall elect all officers of the Corporation for terms of one
year, or until their successors are elected and qualified.
Section 3 – Vacancies.
A vacancy in any office
because of death, resignation, removal, disqualification, or
otherwise shall be filled by the Board of Directors.
Section 4 – President.
Subject to the control of
the Board of Directors, the president shall have general
supervision, direction, and control of the business and affairs
of the Corporation. He or she shall preside at all meetings of
the members and directors, and shall have such other powers and
duties as may be prescribed from time to time by the Board of
Directors.
Section 5 - Vice
President.
In the absence or disability of the president, the vice
president shall perform all the duties of the president and in
so acting shall have all the powers of the president. The vice
president shall have such other powers and perform such other
duties as may be prescribed from time to time by the Board of
Directors.
Section 6 – Secretary.
The secretary shall keep
a full and complete record of the proceedings of the Board of
Directors, shall keep the seal of the Corporation and affix it
to such papers and instruments as may be required in the regular
course of business, shall make services of such notices as may
be necessary or proper, shall supervise the keeping of the
records of the Corporation, and shall discharge such other
duties of the office as prescribed by the Board of Directors.
Section 7 – Treasurer.
The Treasurer shall
receive and safely keep all funds of the Corporation and deposit
them in the bank of banks that may be designated by the Board of
Directors. Those funds shall be paid out only on checks of the
Corporation signed by the treasurer and the president or the
treasurer and the secretary. The treasurer shall have such other
powers and perform such other duties as may be prescribed from
time to time by the Board of directors.
Section 8 - Surety Bond.
The President, Vice President, Secretary and Treasurer
and all designated board members, shall furnish a surety bond in
the sum of Fifteen Thousand Dollars ($15,000.00) to the
Corporation, the premium for such bond to be paid by the
Corporation.
Indemnification/Insurance:
Section 1 – Definitions.
As used in the Article X, any work 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.
Section 2 -
Indemnification of Directors or Officers. The
Corporation shall indemnify and advance expenses to a director
or officer of the Corporation in connection with a proceeding to
the fullest extent permitted by and in accordance with the
Indemnification Section.
Section 3 -
Indemnification of Employee and Agents. With respect
to an employee or agent, other than a director or officer, of
the Corporation, the Corporation may, as determined by the Board
of Directors of the Corporation, indemnify and advance expenses
to such employee or agent in connection with a proceeding to the
extent permitted by and in accordance with the Indemnification
Section.
Section 4 – Insurance.
The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, Officer, employee of the
agent of the Corporation against any liability asserted against
and incurred by that person in any such capacity, or arising out
of the person’s status as such.
ARTICLE V:
Amendment of By-Laws
These by-laws
may be amended or replaced and new by-laws adopted by vote of a
majority of the members of the Corporation or the vote of a
majority of a quorum at a meeting of the members called for that
purpose and which is the vote of the majority of those present
and voting.
WHEREFORE, we
the undersigned, being all of the members of the Board of
Directors of MARYLAND MOTORCOACH ASSOCIATION hereby assent to
the foregoing by-laws and adopt them as the by-laws of said
Corporation, and we here unto
subscribe our
names as of the ______________day of _______________, 20____
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KNOW ALL MEN BY
THESE PRESENTS, that the undersigned Secretary of the
Corporation known as MARYLAND MOTORCOACH ASSOCIATION, does
hereby certify that the above and forgiving by-laws were duly
adopted by the members of said Corporation as the by-laws of
said Corporation, the ______________________ day of
________________________, 20___, and that they do now constitute
the by-laws of said Corporation.
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Secretary |
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