ARTICLE 1

PURPOSES

1.1       The purposes of the Corporation are exclusively charitable as set forth in the Articles of Incorporation.  In pursuing such purposes, the Corporation shall not act so as to impair its eligibility for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.  The Corporation has no authority to issue capital stock.

ARTICLE 2

OFFICES

1.2       Registered Office.  The registered office of the Corporation shall be at such location in Maryland as the Directors may from time to time determine.

1.3       Other Offices.  The Corporation may also have offices at such other places as the Directors may select and the business of the Corporation shall require.

ARTICLE 3

DIRECTORS

1.4       Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, except as otherwise required by Maryland statutory law, these Bylaws or a resolution duly adopted by the Board.

1.5       Qualifications of Directors.  Each Director shall be an individual of at least 18 years of age, who need not be a resident of Maryland.

1.6       Number, Election, Term.  The Board of Directors shall consist of not fewer than three (3) nor more than nine (9) persons.

            Directors shall be nominated by the Nominating Committee and shall be approved annually by the Board of Directors at the annual meeting of the Board.  Directors shall serve for terms of three (3) years and until their successors are approved and qualified.  As nearly as possible, an equal number of terms shall expire each year.  No Director shall serve for more than three (3) consecutive terms, but a former Director may return to the Board after an absence of one year.  Service for more than eighteen (18) months of any term shall, for purposes of this paragraph, be deemed service for a full term.

1.7       Removal.  Any Director may be removed from office, with or without the assignment of any cause, only at a duly convened meeting of the Board and by two-thirds vote of the entire Board.  The removal will occur only after a recommendation for such action is received by the Board from any Director, and after a period of seasoning on the recommendation has occurred that normally shall extend until the next regular meeting of the Board.  No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

1.8       Quorum.  A majority (more than 50%) of the Directors in office shall constitute a quorum of the Board at any regular meeting, including the annual meeting. 

1.9       Regular Meetings.  Meetings, including the annual meeting, shall be held as determined by the Board.

1.10     Annual Meeting.  The annual meeting of the Board shall be held on a date during the fourth (4th) calendar quarter of each year.

1.11     Special Meetings.  Special meetings of the Board may be called by the President or at the written request of more than fifty percent (50%) of the Directors. 

1.12     Conduct of Meetings.  Decisions will be made by a majority of the Board; although the decision to dissolve, borrow money, or pledge assets requires the approval of two-thirds of the Board.

1.13     Unanimous Consent of Directors in Lieu of Meeting.  Any action which may be taken at a meeting of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be given by each and all of the Directors in office and shall be filed with the Recording Secretary and included with the Board or committee minutes.

1.14     Teleconference Meetings.    Any Director may participate in a meeting of the Board or any committee thereof by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.  Participation in a meeting by these means constitutes presence in person at the meeting.

1.15     Evaluation.  The Directors shall at least every other year evaluate their own performance and the composition of the Board in terms of the skills, experience and contributions of its members to identify ways it may improve its effectiveness by selection of new Directors and otherwise.

ARTICLE 2

OFFICERS

2.1       Positions, Selection, Term.  The officers of the Corporation shall include a President, Vice President, Secretary, and Treasurer, and such other officers whose positions shall be created from time to time by the Directors.  The Directors shall select the officers at the annual meeting of Directors, and the officers shall serve for a term of one year and until their successors are selected and qualified.  Those persons selected for officer positions created by these Bylaws shall be selected from among the Directors.

2.2       Consecutive Terms.  Officers may be selected for consecutive terms.

2.3       Duties.  The duties of the officers shall include the following:

(a)        The President shall preside at all meetings of the Directors and Executive Committee; shall generally supervise the business of the Corporation and ensure that the Corporation remains in good standing; and shall execute documents on behalf of the Corporation.  The President shall be an ex-officio member of every Corporation committee other than the Nominating Committee. 

(b)        The Vice President shall act in the absence of the President.

(c)        The Treasurer shall assure that accurate accounts of the receipts and disbursements of the Corporation are maintained; shall cause financial reports to be provided to the Board as requested, but not less than once a year; shall file corporate tax returns; and shall perform such other duties as may be prescribed by the Board or by the President.

(d)        The Secretary shall:

(1)        in the absence of the President or Vice President, execute documents on behalf of the Corporation and, when necessary, attest the signatures of the Chairman or Vice Chairman;

(2)        assure that appropriate notice is given for all meetings of the Board, that minutes are prepared and maintained for all meetings of the Board, and that Directors receive copies of Board meeting minutes;

(3)        and perform such other duties as may be prescribed by the Board or by the President.

(e)        Removal of Officers.  Any officer or agent may be removed by the Board in accordance with Article 3.4.

ARTICLE 3

COMMITTEES

3.1       Establishment.  The Board may establish one or more committees to consist of one or more Directors of the Corporation.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise any of the powers and authority of the Board, except that no committee shall have any power or authority as to the following:

(a)        The filling of vacancies on the Board.

(b)        The adoption, amendment or repeal of the Bylaws.

(c)        The amendment or repeal of any resolution of the Board.

(d)        Action on matters committed by the Bylaws or by resolution of the Board to another committee of the Board.

            If any person who is not a Director is appointed to any committee of the Board, such non-Director shall have no right to participate in any vote or in a decision on any question that would create a binding obligation of the Corporation.

3.2       Appointment to Committees.  Unless otherwise determined by the Board or set out in these Bylaws, the President shall name members of all committees, subject to the approval of the Board.

3.3        Executive Committee.  The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and one Director who is not an officer.  The Executive Committee shall be authorized to act on behalf of the Board, and shall meet when matters are time sensitive and when it is not practicable to hold a called meeting of the Board.  Notice of any such meetings of the Executive Committee shall be given to all Directors, and a report of any actions taken shall be made at the next regular meeting of the Board.

3.4       Nominating Committee.  The Nominating Committee shall consist of three members, each of whom shall be a Director.  The Nominating Committee shall nominate Directors, and shall submit nominations in writing to the Board at least one month prior to its annual meeting.

3.5       Creation and Composition of Advisory Boards.  The Corporation may, in its discretion, establish Advisory Boards that may include persons who are not Directors.  Such Advisory Boards shall have no power to bind the Corporation and shall have only such other responsibilities and duties as delegated to them by the Board or the President.

ARTICLE 4

RESIGNATIONS AND VACANCIES

4.1       Resignations.  Any Director or officer may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some later time may be fixed in the resignation, and then from that date.  The acceptance of the resignation by the Board shall not be required to make it effective.

4.2       Filling Vacancies. 

(a)        If a vacancy exists among the positions available for Directors for any reason, the Directors may, after consultation with the Nominating Committee, approve a successor Director to serve the remainder of the applicable term.

(b)        If the position of any officer becomes vacant for any reason, the Directors may choose a person or persons who shall hold office for the remaining term.

ARTICLE 5

MEETINGS AND NOTICES

5.1       Place of Meetings.  Meetings may be held at such place within or without Maryland as the Board may from time to time determine.

5.2       Notice.  Twenty-one (21) days written notice shall be given of any regular meeting (including an annual meeting) and any special meeting of Directors.  Written notice may be given either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or by facsimile transmission or electronic mail, to that person's address (or facsimile number or e-mail address) supplied by that person to the Corporation for the purpose of notice.  If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with the courier service for delivery to such person or, in the case of facsimile or electronic mail when dispatched.  Such notice shall specify the place, day and hour of the meeting and shall include an agenda, if the notice is of a regular meeting, or a statement of the reason for the meeting, if the notice is of a called meeting, and any other information that may be required by the Act or these Bylaws.

5.3       Waiver of Notice.  Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

5.4       Electronic Mail.   Any action which may be done, or is required to be done, in writing under these Bylaws or the Act, including agreement to a unanimous written consent, shall be valid if sent and received by electronic mail.

ARTICLE 6

LIABILITY AND INDEMNIFICATION

6.1       General Rule.  An officer or Director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take any action, unless:

(a)        the officer or director has breached or failed to perform their duties in accordance with the standard of conduct contained in Maryland statutory law and any amendments and successor acts thereto; and

(b)        the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;

            Provided, however, the foregoing provision shall not apply to (a) the responsibility or liability of an officer or Director pursuant to any criminal statute or (b) the liability of an officer or Director for the payment of taxes pursuant to local, state or federal law.

6.2       Indemnification.  The Corporation shall indemnify any officer or Director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Corporation) (a “Proceeding”) by reason of the fact that such person is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for-profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Corporation, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the court of competent jurisdiction in the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper.

6.3       Procedure.  Unless ordered by a court, any indemnification under Section 8.2 or otherwise permitted by law shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section.  Such determination shall be made:

(a)  by a quorum of the Board of Directors who were not parties to the action or proceeding; or

(b)  if such a quorum is not obtainable or if obtainable and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

6.4       Advancement of Expenses. The Corporation shall advance expenses incurred by an officer or Director who may be eligible for indemnification pursuant to this Article in defending a Proceeding unless such Proceeding is brought against the person by or in the right of the Corporation, and may advance such expenses in any case in which it decides indemnification may be appropriate, in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

6.5       Continuing Right to Indemnification.  The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

6.6       Other Rights.  This Article shall not be exclusive of any other right which the Corporation may have to indemnify any person as a matter of law.

ARTICLE 7

AMENDMENTS

7.1       Articles of Incorporation.  The Articles of Incorporation of the Corporation may be amended by the vote of seventy percent (70%) of the Board at any duly convened meeting of the Board after not less than ten (10) days notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.

7.2       Bylaws.  The Bylaws may be amended by the vote of seventy percent (70%) of the Board at any duly convened meeting of the Board after not less than ten (10) days notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.

ARTICLE 8

MISCELLANEOUS

8.1       Fiscal Year.  The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.

8.2       Conflicts of Interest.  The Board’s conflict of interest policy is found in Appendix A.

8.3       Headings.  In interpreting these Bylaws, the headings of articles shall not be controlling.

8.4       Bond.  If required by the Board, any person shall give bond for the faithful discharge of his or her duty in such sums and with such sureties as the Board shall determine.

8.5       Subventions.  The Corporation shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Maryland General Corporation Law and to issue certificates therefor.

8.6       Corporate Seal.  The corporate seal of the Corporation shall be in circular form and shall bear the name of the Corporation and the words “Corporate Seal, Maryland 2008.”

Adopted:                                           

CONFLICTS OF INTEREST POLICY

Article I

Purpose

The purpose of this conflicts of interest policy is to protect this tax-exempt organization’s  (the “Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II

Definitions

1.  Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2.  Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a.         An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b.         A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c.         A potential ownership or investment interest, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III

Procedures

1.  Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2.  Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

3.  Procedures for Addressing the Conflict of Interest

a.         An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b.         The President of the governing board or Chairman of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c.         After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d.         If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4.  Violations of the Conflicts of Interest Policy

            a.         If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

            b.         If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

a.         The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b.         The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V

Compensation

a.         A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b.         A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c.         No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI

Annual Statement

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a.         Has received a copy of the conflicts of interest policy.

b.         Has read and understands the policy.

c.         Has agreed to comply with the policy, and

d.         Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII

Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

a.         Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b.         Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess of benefit transaction.

Article VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.