By-laws of the
Elder Services Provider Council
of Frederick County, Inc.
Article I Name and Address
Section 1: Name
The name of the Corporation shall be “Elder Services Provider Council of Frederick
County, Inc.” which shall hereinafter sometimes be referred to as the ESPC or the Council.
Section 2: Address
The principal address of the ESPC will be P. O. Box 1769, Frederick Maryland 21702.
Section 3: Resident Agent
The Board of Directors will, by resolution, designate a Resident Agent for the Corporation, as required by Maryland law.
Article II Purpose of the Council
The Elder Services Provider Council of Frederick County, Inc. (ESPC) is organized exclusively for educational and charitable purposes, including, for such purposes, the making of distributions to other organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or any corresponding provision of future federal revenue law); educating the community about issues relevant to older adults and resources available to them; identifying the local needs of older adults and ways of filling those needs; providing an open forum for information exchange among elder service providers; producing an annual Elder Expo in Frederick County, Maryland; donating a portion of the net proceeds from the Elder Expo and/or funds raised from other sources to charitable causes for the benefit of older adults in Frederick County, Maryland; and in general to exercise any, all and every power for which a non-profit corporation organized under the laws of Maryland can be authorized in furtherance of exempt purposes.
Article III Membership
Section 1: Members
Any business, corporation, organization or government agency currently providing, or expressing an interest in providing, a service to older adults shall be eligible for membership in the Corporation. Private individuals interested in the concerns of the older adult community in Frederick County, Maryland, shall also be eligible for membership. The Board of Directors may establish classes of membership and set the level of annual dues for each membership class. In its discretion, the Board of Directors may establish one or more classes of organizational sponsors or event sponsors, and include membership as a part of any sponsorship package it establishes. However, in no event shall any member individual or organization, regardless of size or sponsorship level, be given more than one vote on matters coming before the Corporation.
Section 2: Voting Rights and Quorum
Each member of the ESPC will be eligible to cast one (1) vote upon any motion that comes before the organization as a whole at a monthly, annual or special meeting of the ESPC. Each member which is a business, corporation, organization or government agency, (hereinafter “Organizational Member”) shall have one (1) vote, which shall be cast by a duly authorized representative. When any action requires a vote of the membership, ten percent of the members shall constitute a quorum.
Section 3: Meetings
Meetings of the ESPC will occur monthly (except for July and August) on the second Thursday ofeach month from 8:30 to 10:30 a.m. Membership meetings will be held at the Frederick County Department of Aging, 1440 Taney Avenue, Frederick, Maryland. Special meetings may be called, or the location of meetings be changed, by the Board of Directors. Any special meeting or change in location will be announced sufficiently in advance to ensure proper notification to all members.
Section 4: Parliamentary Authority
Roberts Rules of Order, Revised shall govern the conduct of business and actions at the meetings of the ESPC, its Officers, Board of Directors and committees, except as otherwise specified by these by-laws.
Section 5: Annual Meeting
An annual meeting will be held in February of each calendar year to serve as the opportunity to report the statement of operations and financial status of the ESPC for the preceding fiscal year.
Section 6: Fiscal Year
The fiscal year for the ESPC will be from January through December.
Article IV Board of Directors
Section 1: Management
The management of the ESPC will occur through the Board of Directors. The Board of Directors shall have charge of the general management of the ESPC, approve business actions, hear grievances, authorize and audit all expenditures, and approve all non-elected appointments.
Section 2: Board of Directors
Following the Organizational Meeting of the Initial Board of Directors, who members are named in the Articles of Incorporation, dated and effective June 1, 2010, the Board of Directors will consist of seven (7) members, four (4) of whom shall be the officers elected under the provision of Section 3 of this Article. The other three (3) Directors will be representing the three standing committees identified in Article VI, Section 2, as chairs of their respective committees.
The number of Directors may be increased or decreased from time to time by vote of the ESPC or of the Board of Directors, provided that any action by the Board of Directors to effect such increase or decrease can only be effective if approved by a majority vote of the entire Board of Directors. Increases or decreases in the number of Directors could be due to such instances where a new committee needs to be formed or an ad hoc committee formed for the benefit of the ESPC. No decrease in the number of Directors shall shorten the term of any Director then in office.
The Board of Directors shall meet in person at least once during each calendar quarter, and may meet more often if the Board deems it necessary or appropriate, or if a special meeting needs to called. Any meeting of the Board of Directors other than the required one-per-calendar-quarter in person meeting, including any special meeting, may be held by teleconference or other electronic means. In the event that a single vote or action by the Board of Directors is required between meetings and a special meeting is not feasible, the President may elicit a vote of the Board of Directors by providing notice and opportunity to vote by any means that may be reasonable under the circumstances, including mail, phone, fax or email. The outcome of any such vote shall be recorded by the Secretary and reported in the minutes of the next regular meeting of the Board of Directors.
A majority of the Board of Directors shall constitute its quorum.
Section 3: Officers and Committee Chairs
The elected officers shall consist of a President, Vice President, Secretary, and Treasurer. Two (2) committees will be formed and will elect a chair who will also serve on the Board of Directors: Governance/Financial and Public Relations. A seventh (7th) officer will consist of a member-at-large.
Section 4: Term
Any member or duly authorized representative of an Organizational Member shall be eligible for election as an officer or committee chair. An officer or director will serve a two (2) year term with a maximum term limit of two (2) consecutive terms. An individual shall not be precluded from being nominated and elected to a new term after at least a year’s absence from the Board of Directors. See Article IV, Section 1 regarding terms of committee chairs.
Section 5: Elections
Officer nominations will be submitted by the Governance/Financial committee to the Board of Directors by April, if possible. A full or partial slate of officers will be proposed to the membership for vote in June of each year, if one or more vacancies then exist in any office due to resignation, removal or expiration of a term of office. Newly elected officers will begin to serve in July and continue until June of the second year following, unless elected to fill the remainder of an expired term.
Section 6: Vacancy or Removal
In the case of death, resignation, or removal of an officer or director, the Governance/Financial committee will then seek a replacement and the election of the new officer or director will occur at the next regularly scheduled meeting of the membership or of the relevant committee. A new officer will serve the remaining term of the office or position; the term limit specified in Section 4 of this Article does not commence until the new officer is elected for a regular two year term. Committee chairs are elected by the committee being represented, but are subject to the term limits set forth in Section 4 of this Article.
A director may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified, the resignation shall take effect upon receipt and acceptance of the Board of Directors.
By three quarters vote, the Board of Directors is empowered to remove any Director who has missed three (3) Board meetings without legitimate reason or has demonstrated non-performance of duties as outlined in the ESPC by-laws.
Section 7: Compensation
All Officers and Directors shall serve without compensation. Individuals may be reimbursed for expenses made on behalf of the organization if approved by the Treasurer and Governance/Financial committee. No advanced funds will be provided to members unless an original bill or invoice is presented and known in advance. All expenses shall be verified by original receipts submitted to the Treasurer.
Section 8: Conflict of Interest
Officers, the Board of Directors and members are expected to act objectively. Members with a potential conflict of interest shall be prohibited from voting on such matters. All members are expected to act in accordance with business and ethical actions.
Article V Officer Duties
Section 1: President
The President shall serve as the chief executive officer and as such provide active leadership of the Corporation and represent the ESPC in all necessary capacities not delegated to the other officers. The President shall preside over all meetings, including Board of Director and monthly membership meetings. The President and the Treasurer shall sign all written contracts and obligations of the ESPC, which must have prior approval from the Board of Directors to be legal and binding. In the event of the inability of the President to attend any event on behalf of the ESPC, his/her alternate shall be appointed by the Board of Directors.
As immediate past president, he/she shall finalize uncompleted projects from the previous year and assist the new president as needed.
Section 2: Vice President
The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President may be requested to work on special projects as needed.
Section 3: Secretary
The Secretary shall record the minutes of all proceedings of the monthly ESPC member meetings and the Board of Director meetings. The Secretary shall give, or cause to be given, notice of all monthly member meetings and other notices that may be necessary. The Secretary shall also support the Public Relations committee in its effort to maintain the membership list.
The secretary shall retrieve mail from the post office box on a regular basis. During times of increased mailings or registrations, this may need to occur more than once per week.
Section 4: Treasurer
The Treasurer shall supervise, under the control of the Board of Directors, and in conjunction with the Governance/Financial Chair, the finances of the ESPC; review all committee financial requests that are submitted by committee chairs; receive and deposit in the name of the ESPC, in a bank or trust company selected by the Board of Directors, all ESPC monies; maintain the ESPC budget, collect all funds due the ESPC from all sources; issue receipts; make authorized disbursements; and at each Annual Business Meeting render an itemized statement, certified by an external auditor approved by the Board of Directors, of the financial condition and the receipts and disbursements of the ESPC for the previous fiscal year.
The Treasurer will be an authorized signatory on the bank account; the other officers shall also be authorized signatories on the ESPC bank account(s), and two signatures shall be required on all check payments/transactions. The Treasurer will coordinate the change of signatures on bank records during the transitions of officer positions/terms for a smooth change and will ensure continuity of budget and financial matters.
The Treasurer and another officer authorized as a signatory will have the authority to approve payments less than $500 dollars in value. All contracts or bills must receive prior approval by the Board of Directors before being engaged for services and then payments as evidenced in the budget. Expenditures in excess of $500 shall require the prior approval of the Board of Directors.
Article VI Committees
Section 1: Duties
Each standing committee shall have a chairperson who oversees the planning and various functions of the committee. Each subcommittee chairperson shall report to the Public Relations Chair the proceedings of the committee. Otherwise, each voting member of the Board of Directors shall report to the Board of Directors the proceedings of the committee. All committees shall appoint a secretary to keep the minutes of their proceedings and report the same to the Board of Directors when requested. Committees may not commit ESPC funds unless approved by the Board of Directors.
All committee chairs will be elected by the committee members. The committee chair will serve at least a one (1) year term, not to exceed a two (2) year term. A committee chair is also a member of the Board of Directors.
Committees will develop their purpose, set annual goals with measurable objectives as well as submit their financial needs and/or budget requests as the committee’s work requires. All committee plans, actions and budgets are subject to the approval of the Board of Directors and membership.
A majority of any committee shall constitute its quorum. Each committee shall have reasonable flexibility in conducting its business, provided its actions are appropriately recorded in the minutes of the committee’s meetings. A committee may, if it deems appropriate, authorize members to participate in meetings by phone rather than in person, and adopt procedures allowing the committee members to vote by phone, fax or email.
Section 2: Standing Committees
Governance and Financial Committee: This committee is responsible for reviewing and drafting any suggested changes to the ESPC by-laws, establishing the nominations for slate of officer positions and seeking the replacement or removal of an officer of Director due to death, resignation or any other reason consistent with these by-laws. This committee will be responsible for conducting the elections of officer positions for the ESPC. In addition, this committee is responsible for the ESPC finances and budget, under the supervision of the Board of Directors and Treasurer. This committee will review the annual budget prior to Board review and prepare an annual operating budget for ESPC. This committee will also be responsible for the ongoing determination of funding sources to meet annual expenses included but not limited to membership dues, Elder Expo fees, voluntary contributions and advertising. The committee will present the proposed annual budget to the Board of Directors for approval and then the membership for approval in advance of the fiscal year.
Public Relations Committee: The chair of the Public Relations Committee will oversee multiple subcommittees that will include, but not be limited to: Services, Events, Social Media, and Charitable Donations. Other subcommittees can be added or deleted as needs arrive and by majority vote of the Board.
The Public Relations Committee is responsible for overseeing the planning and executing of all publicity and external communications promoting the mission and services of the ESPC, including but not limited to promoting the programs, events, and projects of the ESPC. It is responsible for such publications as necessary to promote ESPC and member(s) services in such forms as print or electronic formats. The committee will be responsible for maintaining the electronic membership list in cooperation with the Secretary.
The Services Subcommittee will have its own committee chair that reports directly to the Public Relations Chair. This committee is responsible for establishing the yearly calendar for monthly ESPC member meetings to include identifying hosts, locations, and speakers.
The Events Subcommittee will have its own committee chair that reports directly to the Public Relations Chair. This committee is responsible for the planning and execution of the annual Elder Expo to be held in Frederick County. In addition, this committee is responsible for planning and execution of the annual “Good Life” Event, and any other events that may arise.
The Social Media Subcommittee will have its own committee chair that reports directly to the Public Relations Chair. This committee will promote all events via Social Media to include but not limited to: the ESPC Website, Facebook, and Twitter.
The Charitable Donations subcommittee will have its own committee chair that reports directly to the Public Relations Chair. This committee is responsible for identifying and executing events to support charitable giving to older adults in Frederick County. The committee may consider requests for charitable contributions from qualified groups. The amount of charitable giving will be determined by the annual budget of ESPC.
Member-at-Large: The Member-at-Large will serve as the seventh (7th) vote on the Board of Directors. The Member-At-Large will be expected to attend all Board Meetings and ESPC membership meetings, staying abreast on what is occurring in all committees, and be a voting member for decisions to be made on behalf of ESPC.
Ad Hoc Committees: Other committees may be established by the Board of Directors as needs arise in the ESPC.
Article VII Adoption and Ratification of Bylaws and Amendments; Repeal.
Section 1: The Board of Directors shall have initial responsibility for the adoption, amendment or repeal of the Bylaws of the Corporation. A two-thirds majority vote of the entire membership of the Board of Directors shall be necessary to adopt, amend or repeal the bylaws of the Corporation.
Section 2: Any Bylaws adopted by the Board of Directors, including any amendment, alteration or proposed repeal, shall not be finally effective until presented to the membership of the Corporation and ratified by a majority vote of those members present and voting. The ratification vote may take place at any general meeting, or at a special meeting called for that purpose.
The foregoing Bylaws were adopted by the Board of Directors on June 12, 2014, and thereafter ratified by a majority vote of the Members of the Elder Services Provider Council of Frederick County, Inc. at a regular business meeting held on June 12, 2014.