Bylaws

                 LAKELAND COMMUNITY HERITAGE PROJECT, INC.

ARTICLE I.  NAME AND PURPOSE

Section 1. The name and purpose of the Lakeland Community Heritage Project, Inc. are set forth in the Articles of Incorporation. The name of the organization may be abbreviated as LCHP.

Section 2. The organization may change its name by a majority vote of the Board of Directors.

ARTICLE II.  MISSION

Section 1. LCHP’s mission shall be to collect, preserve, interpret and honor the heritage and history of African Americans and diaspora who created, lived in, and/or had association with the Lakeland community of Prince George’s County, Maryland from the late 19^th century to the present.

ARTICLE III.  PRINCIPAL OFFICE OF THE CORPORATION

Section 1. The principal office of LCHP shall be 5011 Navahoe Street, College Park, MD, 20740.

Section 2. Any future site designated by the Board of Directors shall remain within the City of College Park.

Section 3. A copy of these bylaws shall be kept as a public record at the LCHP principal office and in the College Park Municipal offices.

ARTICLE IV.  MEMBERSHIP AND DUES

Section 1. Membership shall be open to people of all ages so long as their annual dues are paid. A grace period of one (1) month shall be allowed for all members before payment is considered delinquent. Membership criteria and benefits may be changed by a majority vote of the Directors.

Section 2. All members shall have one vote. There shall be no proxy voting.

Section 3.  Member benefits shall be determined by the Board of Directors with the exception that members are entitled to use of the LCHP Archives.

Section 4.  Rates for dues shall be assessed according to the following categories: Youth (2 to 18 years old); Student/Retiree; Individual; and Family/Household.

Section 5. The amount of dues for each category will be determined by the Board of Directors by October 31^st of each year for the succeeding calendar year. Payment will be expected by January1^st. A grace period of one (1) month shall be allowed for all members before payment is considered delinquent. Membership benefits are suspended until dues are paid. Those paying later than February 1^st will be expected to pay the full amount of assessed dues.

ARTICLE V.  GENERAL MANAGEMENT

Section 1. The general management, control, and direction of the affairs, funds, and property of LCHP shall be vested in its Board of Directors.

Section 2.  No part of the net earnings of LCHP shall inure to the benefit of any member, director, or officer of the Corporation, or to any private individual. However, reasonable compensation (as determined by the Board of Directors) may be paid for services rendered to or for LCHP.

Section 3.  If there shall be cash surplus at the end of the calendar year, it shall be retained in the treasury of LCHP to be used to further the purposes of the corporation.

Section 4.  No substantial part of the activities of the corporation shall be the carrying on of propaganda or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code.

Section 5.  LCHP shall not engage in activities not permitted by (a) a corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code or the corresponding section of any future federal tax code.

ARTICLE VI.  ELECTIONS

Section 1. Elections of all Board Members shall be held during the Annual Meeting of the year that the term of office expires. Any office or offices becoming vacant by reason of death, illness, resignation, or for any other cause shall be temporarily filled at the next Executive Committee meeting in such manner as a majority of the Committee membership shall determine. Such person or persons so named to such vacated office or offices shall serve until the end of that term.

Section 2. Board Members shall be elected for a term of two (2) years and may be elected to serve successive and subsequent terms in any office.

Section 3. A Nominating Committee of three (3) members in good standing shall be appointed by the Chairperson three (3) months prior to the Annual Meeting. The Nominating Committee shall nominate one person for each office and place their nominations before the members during the Annual Meeting. After the Nominating Committee has submitted the nominations, additional nominations may be submitted from the floor by any member in good standing. Any person nominated to an office of LCHP must be a member in good standing.

Section 4. Voting for all elections shall be by hand count, however, if more than one candidate is nominated for an office, it shall be done by ballot. A majority of votes cast shall be required to elect. In the event of a tie, a second and subsequent ballots shall be cast until there is no longer a tie vote.

Section 5.  All Board Members elected at the Annual Meeting shall assume their duties at the conclusion of the meeting at which they are elected. The retiring officers shall continue to perform their duties as officers until the conclusion of the meeting at which their successors are elected. Within 30 days of the election, retiring officers shall surrender to their successor any applicable records in their possession. The Nominating Committee is adjourned following the Annual Meeting.

ARTICLE VII.  BOARD OF DIRECTORS

Section 1.  There shall be only one class of Directors.

Section 2. The Board shall have no less than eleven (11) and no more than fifteen (15) members. The specific number shall be determined from time to time by the Board. The Board shall consist of the executive officers, the chairs of standing committees, the president of the Lakeland Civic Association (LCA), and a minimum of two (2) but no more than six (6) delegates elected from the membership to represent the community. A delegate from the City may be appointed by the Mayor of College Park at the discretion of the Mayor and LCHP.  The City and LCA representatives shall serve on the LCHP Board in an ex-officio capacity.

Section 3.  All Board members shall serve two-year terms and are eligible for re-election.

Section 4.  The Board is responsible for establishing policy and direction and for delegating day to day operations to the Chairperson and committees. It shall have the authority to act for and represent the organization in the interim between Annual Meetings. It shall also be responsible for establishing rules and procedures for governing and conducting organizational business. The majority of Board Members must be current or former residents (or descendants of current or former residents) of Lakeland, or heads of institutions within the Lakeland community.

ARTICLE VIII. OFFICERS

Section 1. The Executive Committee shall consist of the officers of the corporation.

Section 2. The officers of Lakeland Community Heritage Project, Inc. shall consist of Chairperson, Vice Chairperson, Recording Secretary, Corresponding Secretary, and Treasurer. The officers shall be elected at the Annual Meeting of the Corporation.

Section 3. Officer terms are for two (2) years. There are no term limits for Executive Officers.

Section 4.  An officer may resign only by submitting a written resignation to the Executive Committee.

Section 5.  If an office is vacated for a period of time determined by the Board to constitute a resignation, the Board shall proceed as if a resignation has been submitted for that office.

Section 6. If the Office of the Chairperson is vacated at any time, the Vice Chairperson shall succeed to the Chairperson and shall serve until the term is completed. At the next meeting the Vice Chair position shall be filled by a vote of the Executive Committee. Any other vacancy of an office shall be filled by the Executive Committee, and the successor shall hold office until the term is complete.

Section 7. Executive Committee Officers can be impeached from office for dereliction of duty or malfeasance by a majority vote of the active membership present. A full investigation must be made, including (a) notification in writing to the officer of the charge and by whom made, as well as the filing of said charges with the Executive Committee; (b) investigation of the charges by a committee of three or more active members, none of whom may be members of the Executive Committee, and chaired, if possible by a former Chairperson or other former officer of this organization. The committee will be selected by a majority vote of the Executive Committee. Following the investigation, if a majority of the investigating committee votes to proceed, the investigating committee will hold a hearing under circumstances that will give the accused officer ample opportunity to present a defense.

If by a two-thirds (2/3) vote the investigating committee recommends impeachment, notification of the call for impeachment must be mailed to all members, together with a statement summarizing the recommendations of the investigating committee. At the next membership meeting, after a full hearing of both sides, the membership will vote on whether or not to impeach the officer. If the vote is to impeach, the officer shall be removed from office.

Section 8. None of the members of LCHP shall receive any salary or compensation for services rendered as such members. However, members may be compensated for special services or purchases required by LCHP. Members who render services requested by other organizations may keep any payment provided by that organization.

Section 9. The Chairperson shall prepare the agenda, preside at, and conduct all meetings of the Board; sign all contracts and agreements in the name of the corporation after they have been approved by the Board; serve as the representative of the corporation in meetings and discussions with other organizations and agencies or appoint someone else in his or her stead; and provide leadership to the Board in expediting goals of the organization.

The Chairperson shall have authority to sign checks for Lakeland Community Heritage Project, Inc.

Section 10. The Vice Chairperson shall perform the duties of the Chairperson in his/her absence or inability to act; assist the Chairperson when requested by the Chairperson to do so; and perform such other tasks as may be assigned by the Board.

Section 11. The Recording Secretary shall keep a correct and complete record of the proceedings of the organization and maintain the Minutes-book along with the roll of the organization’s members and guests present at regular and special meetings. The
Recording Secretary shall also make available minutes of previous meetings.

Section 12.  The Corresponding Secretary shall maintain a current listing including phone numbers and addresses of LCHP members and is responsible for notifying the members of all meetings, conduct all correspondence ordered by the Board pertaining to its business, and shall file all communications and copies of correspondence for preservation.

Section 13. The Treasurer shall be responsible for all funds of the corporation and receive and deposit all such funds into the proper account within ten (10) days; record and monitor receipts and disbursements from such account or accounts; keep accurate books and records of the finances of the corporation; prepare a financial accounting for each Board meeting; prepare all end of the year accounting; and file all federal and state tax reports. The Treasurer shall also assist in the preparation of the budget and the business plan. The Treasurer will also have the authority to sign checks with the approval of either the Recording or Corresponding Secretary or Chairperson and otherwise distribute the funds of the organization.

ARTICLE IX. MEETINGS

Section 1. The Annual Meeting of the Corporation shall be held in the month of February or as such time as soon as practical thereafter as determined by the Executive Committee.

Section 2. In addition to the Annual Meeting, the Board shall determine a meeting schedule that enables the work of the corporation to be discussed and executed. The full meeting schedule shall be made available so that any interested member could attend any meeting in a non-voting capacity.

Section 3. Special meetings shall be called by the Chairperson or by at least three Directors whenever, in their judgment, it may be necessary. It shall be mandatory for the Chairperson to call a special meeting if asked to do so in a written request signed by a minimum of seven (7) members. Business at Special Meetings shall be confined to the purposes of the meeting as stated in the notice of the meeting.

Section 4. Notices of Annual and other meetings shall include the date, time, and place and must be delivered not less than 2 weeks preceding the meeting. In cases of special meetings, the notice shall also include the nature of the business to be considered.

Section 5. The presence of seven (7) members in attendance shall be required to constitute a legal quorum at any Board meeting. The Executive Committee can be convened with a quorum of three (3) members. A majority vote shall consist of fifty (50) percent of those present and entitled to vote at the meeting, except as otherwise provided by law or these bylaws.

ARTICLE X.  ACTION WITHOUT MEETINGS

Section 1. Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed by all of the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.

ARTICLE XI.  RULES OF PROCEDURE AND PARLIAMENTARY AUTHORITY

Section 1. Any policy or procedure not contrary to law or these bylaws may be approved or amended by a majority vote of the Executive Committee. A record of such policies and procedures shall be compiled by the Recording Secretary or other person appointed by the Executive Committee. Copies shall be made available at cost to any member who requests them.

Section 2.  Any meeting of the organization and/or its Executive Committee shall be conducted in accordance with the parliamentary procedure prescribed by the current edition of Robert’s Rules of Order or by any other generally accepted procedure agreed upon by the Board and announced to the members.

Section 3. The regular order of business may be suspended at any meeting by a majority vote of the members present.

ARTICLE XII. COMMITTEES

Section 1. Committees and members of committees necessary to carry out the business of the Corporation may be appointed by the Board of Directors as deemed necessary by the Bylaws of the organization. No committee shall involve the Corporation in the advocacy for or opposition to any subject or group without prior confirmation by the Board unless such confirmation is clearly granted under the general powers delegated by the Bylaws.

Section 2. Standing Committees shall include Executive, Collections/Archives, Planning and Outreach, Publicity, and Finance. Standing Committees shall be composed of a minimum of three (3) people. Standing committee chairpersons shall be appointed by the Executive Committee and shall also assume membership on the Board of Directors.

Section 3. Ad hoc committees shall be formed and discontinued as needed. The Chairperson shall have the power to appoint Ad hoc committees when they have been authorized by the Board in response to a specific need determined by the Board. Ad hoc committees shall consist of three (3) to five (5) people. Ad hoc Committee chairs shall be appointed by the Executive Committee, but the Ad hoc Committee Chairperson does not assume membership on the Board of Directors.

Section 4. The five (5) officers of the Board shall serve as the Executive Committee. This Committee shall develop the organization and ensure that its yearly goals are accomplished. Except for the power to amend the Articles of Incorporation and the Bylaws, the Executive committee shall have all of the powers and authority of the Board of Directors in the intervals between the Board meetings, subject to the direction and control of the Board.

Section 5. The Collections/Archives Committee shall ensure the continued collecting of archival materials, including photos, oral histories, letters, and memorabilia. The committee shall also be responsible for establishing and maintaining the preservation, storage, records, and proper use of the Archives. It shall establish policy pertaining to the Archives, monitor those policies, and make suggestions to the Board for changes it deems necessary.

Section 6. The Planning and Outreach Committee shall plan, compile, and recommend activities for the following year to the Executive Committee at the quarterly meeting prior to the annual meeting. After review, the Executive committee will present the plans to the Board at the Annual Meeting for approval. The Planning Committee shall also recommend/request any Ad hoc committees needed to accomplish these activities. The Planning and Outreach Committee is responsible for creating special events such as youth programs and public exhibits. They are also responsible for cultivating contact with other individuals and programs with similar endeavors and whose collaboration will be of benefit to them and to Lakeland Community Heritage Project, Inc.

 Section 7. The Publicity Committee shall ensure that the community is aware of upcoming organizational accomplishments and events. It shall consider how best to generate publicity and monitor publicity generated by other committees to ensure that publicity is appropriate and timely. They shall initiate other publicity actions as directed by the Board. Among their tools are the organization’s website and newsletter, social media and other technologies. The Publicity Committee is responsible for timely update of the website and publication of the newsletter.

Section 8. The Finance Committee shall develop and review fiscal procedures, fundraising plans, and the annual budget. It shares with other committees the responsibility to seek and present suggestions for grant applications and other funding sources.  It also shall develop and prepare the budgetary components of grant requests and applications as consistent with organizational goals. Grant submissions require approval of the Executive Committee.  The Treasurer is Chair of the Finance Committee, which includes two (2) other Board members

The Board shall approve the budget and all expenditures must be within the budget. The Board and Executive Committee must approve any major changes in the budget. Prior to the Annual Meeting written reports shall be distributed to the Board members showing income, expenditures, and pending income.

Section 9. The fiscal year shall be the calendar year.

ARTICLE XIII.  AMENDMENTS

Section 1. These Bylaws may be amended or altered so long as the suggested policy or procedure is not contrary to law or the organization’s goals.

Section 2. Any proposed changes to these Bylaws shall be submitted verbally or in writing by any member at any regular meeting or special meeting. The resolution shall then be discussed and tabled for consideration and review by a special committee. Notice of changes or additions to the Bylaws must be posted on the website, included in notification sent to members, and any other appropriate public places until the following regular or special meeting. Members may also submit a written request for a copy of the proposed changes, but they must do so no less than seven (7) days prior to the next meeting. Following discussion of the proposed changes at the regular or special meeting, a two-thirds (2/3) vote of the Board of Directors shall be required to adopt the resolution for change or additions to the Bylaws.

ARTICLE XIV.  DISSOLUTION

Section 1. Dissolution of the Lakeland Community Heritage Project, Inc. shall take place only after a proposal for same has been accepted by two-thirds (2/3) of the Executive Committee and thereafter distributed in writing to the Board. Voting on the proposal shall be done by active members and shall require a two-thirds (2/3) affirmative vote by the members who participate in the voting.

Section 2. Upon dissolution of the Lakeland Community Heritage Project, Inc., its property and assets shall be distributed as follows: (a) all liabilities and obligations of the organization shall be paid, satisfied, and discharged, or adequate provisions made hereafter; (b) assets held by the organization requiring return, transfer, or conveyance which condition occurs by reason of the dissolution shall be returned, transferred, or conveyed in accordance with such dissolution requirements; (c) any remaining assets shall be distributed among tax-exempt organizations whose purpose is consistent with the purpose and goals of Lakeland Community Heritage Project, Inc., including any state or local government.