Proposed Bylaw Change

The changes under consideration will increase the number of board members in order to better accomplish the goals of the organization. Another change will reduce the number of required board meetings from four quarterly meetings to just the annual meeting. Please renew your membership and vote on this measure as well as the organization’s leadership for the next two years. Let your voice be heard about the future of LCHP.

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BYLAWS

BYLAWS OF THE LAKELAND COMMUNITY HERITAGE PROJECT, INC.

Proposed JANUARY, 2011

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, and interpret the heritage and history of those African Americans who created, lived in, and/or had association with the Lakeland community of Prince George’s County, Maryland from the late 19th century to the present.

ARTICLE III.  PRINCIPAL OFFICE OF THE CORPORATION

Section 1. The principal office of the 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 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 three ( 3 ) months 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 archives.

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

Section 5. The amount of dues for each category will be determined for each succeeding calendar year by the Directors. Payment will be expected by February 28. Those paying later than February 28 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 Lakeland Community Heritage Project, Inc. shall be vested in its Board of Directors.

Section 2. No part of the net earnings of Lakeland Community Heritage Project, Inc. shall inure to the benefit of any member, director, or officer of the Corporation, or to any private individual, provided however that reasonable compensation may be paid for services rendered to, or for Lakeland Community Heritage Project, Inc.

Section 3. If there shall be cash surplus at the end of the calendar year, it shall be retained in the treasury of Lakeland Community Heritage Project, Inc. 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. The corporation shall not carry on any other activities not permitted to be carried on (a) by 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. The elections of all officers shall be held during the Annual Meeting in February of the year that the 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 regular Executive Committee meeting in such manner as a majority of the committee membership shall determine. A person or people shall be elected to the vacated office or offices at the next Quarterly meeting.

Section 2. All officers shall be elected for a term of two (2) years. Officers can be elected to serve successive terms.

Section 3. A Nominating committee of three (3) members shall be elected three months prior to during the quarterly meeting in October before the Annual Meeting in February. To form the Nominating Committee, any member in good standing shall have the right to nominate or be nominated from the floor. The Nominating Committee shall nominate one person for each office and place their nominations during the Annual Meeting. After the Nominating Committee has placed the nominations for officers, additional nominations may be taken from the floor. Any person nominated to an office of the LCHP must be a member in good standing. The nominating committee is adjourned following the Annual meeting.

Section 4. Voting for all elections shall be by hand count; if more than one candidate is running for 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 ballot shall be cast with the President also casting a vote.

Section 5.  All officers elected at the Annual meeting, or at any other 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.

 

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, and a minimum of two (2), but no more than six (6) (4) delegates elected from the membership to represent the community.

Section 3.  At each annual meeting, the Directors to serve for the ensuing year shall be elected by a majority vote of the Members present. Vacancies occurring between annual meetings shall be temporarily filled by the Executive Committee until the next Annual Quarterly Meeting.

Section 4. All Board members shall serve two-year terms and are eligible for re-election.

Section 5. The Board is responsible for establishing policy and direction of the Lakeland Community Heritage Project, Inc. and for delegating day to day operations to the Executive Director 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 Lakeland residents or former residents or heads of institutions within the Lakeland Community.

Section 6: The City representative and the President of the Lakeland Civic Association shall serve on the Board in an ex-officio capacity at the discretion of the City of College Park and the Lakeland Civic Association.

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, Secretary, and Treasurer. The officers shall be elected at the annual meeting of the Corporation.

Section 3. Officers 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 Chairperson or Recording Secretary, or to the other Directors if the resigning officer is the Chairperson.

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. Should there be a vacancy in the Chairperson at any time, the Vice Chairperson shall succeed to the Chairperson and shall serve until the term is completed. Any other vacancy of an office shall be filled by the Executive Committee, and the successor shall hold office until the term is complete. At the next Quarterly meeting the Vice Chair position shall be filled by a vote of the executive committee.

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 are 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 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 the Board shall receive any salary or compensation for services rendered as such members.

Section 9. The Chairperson shall prepare the agenda for, 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, normally serve as the representative of the corporation in meeting and discussion with other organizations and agencies or appoint someone else in his or her stead, provide leadership to the Board in expediting goals of the organization, and cast the deciding vote in case of a tie when votes are taken during the Board or other meetings.

The Chairperson shall have authority to sign checks for Lakeland Community Heritage Project, Inc. After gaining the approval of the Board, the Chairperson shall appoint all committee chairs.

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 Secretary shall keep a correct and complete record of the proceedings of the organization, maintain the minutes book along with the roll of the organization’s members and guests present at called and regular meetings, and maintain a current listing including phone numbers and addresses of Lakeland Community Heritage Project, Inc. members. The Secretary is responsible for notifying the members of all meetings, making available minutes of the previous meeting. They shall conduct all correspondence ordered by the Board pertaining to its business and shall file all communications and copies of correspondence for preservation.

Section 12. The Treasurer shall be responsible for all funds of the corporation and receive and deposit all such funds into the proper account within two weeks; 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 and 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 Secretary or Chairperson and 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 January or as such time as soon as practical thereafter as determined by the Executive Committee. All members may attend the annual meeting.

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. Regular meetings of the Board shall be held quarterly and may be scheduled more often by the Chairperson. The date, time, and place shall be determined by the Chairperson. The full meeting schedule should be made available so that any interested member could attend any quarterly meeting in a non-voting capacity.

Section 3. Special meetings shall be called by the Chairperson or by at least three directors whenever, in his/her/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 Quarterly 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 Quarterly or Annual meeting. A majority vote shall consist of 50 per- cent of those present and entitled to vote at the meeting, except as otherwise provided by law or these bylaws. The Executive Board can be convened with a quorum of 3 members.

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 in writing from the Recording Secretary.

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 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 commit the Corporation to the advocacy of 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. All committee actions shall be consistent with this organization’s adopted Strategic Plan.

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 of 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. (The Nominating Committee is an example of an Ad hoc committee.) Ad hoc Committee chairs shall be appointed by the Executive Committee, but the Ad hoc Committee Chairperson does not assume membership of the Board of Directors.

Section 4. The five 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 quarterly meetings or other  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; they are responsible for timely update of the website and quarterly publication of the newsletter.

Section 8. The finance committee shall develop and review fiscal procedures, a fundraising plan, and the annual budget with other board members, including suggestions for grants and grant sources. It shall also develop and prepare grant requests as consistent with organizational goals. Grant submissions require approval of the Executive Committee.

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. Quarterly reports shall be provided for the Board during the meeting. The Treasurer is Chair of the Finance Committee which includes two (2) other Board members.

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 By Laws 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 By Laws 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 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 Lakeland Community Heritage Project, Inc. shall take place only after a proposal for same has been accepted by 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 2/3 affirmative vote by the members who participate in the voting.

Section 2. Upon dissolution of 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 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.

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