SEAL, FISCAL YEAR, AND OFFICE
SECTION 1. SEAL. The seal of this corporation shall have inscribed on it the name of this corporation and words “Corporate Seal”
SECTION 2. FISCAL YEAR. The fiscal year of this corporation shall be January I through December 31.
SECTION 3. OFFICE. The principal office of the corporation shall be at 11854 Sullnick Way, Gaithersburg, Maryland 20878. The name and post office address of the resident agent of the Corporation in Maryland is Robert J Utley, 11854 Sullnick Way, Gaithersburg, Maryland 20878
MEMBERSHIP
SECTION 1. MEMBERSHIP CLASSIFICATION. There shall be one class of membership, natural membership. The one class of membership shall be divided into subclasses of membership as follows.
NATURAL PERSON SUBCLASSES
Senior members Shall be 21 years of age or older. Senior members may vote, hold office, chair committees, and serve as committee members.
Pre-senior members shall be eighteen (18) years of age but not yet twenty one (21) years of age. Pre-senior members may vote and serve as committee members. Pre-senior members may not hold office or chair committee. This restriction may be modified or waived as needed by majority board of directors’ vote, where such service responsibility does not violate Maryland contractual law and local, state, and federal statutes, as it pertains to minors.
( c) JUNIOR MEMBERSHIP
Junior member shall be less than eighteen (18) years of age. Junior members may not vote, hold office, chair committees, or serve as committee members. Junior members may participate in all rocketry activities that do not violate local, state, and federal law/statutes as it pertains to minors.
Honorary members may be elected by the board of directors in recognition of service to the corporation or achievement and/or service to advancement of the corporation’s goals and purpose.
Associate members shall be natural persons member’s spouses and /or dependent children under the age of eighteen (18) years. Associate members may not vote, hold office, chair committees, or serve as committee members. When an associate member is no longer a spouse or dependent child under the age of eighteen (18) years, the associate member must make application for regular membership.
SECTION 2. DUES. Dues are payable in advance, in amount determined by the board of directors. Failure to pay dues shall result in the member’s immediate removal from the membership list. Removal from the list result in loss of all membership privileges of the association.
SECTION 3. DISCIPLINARY ACTION, SUSPENSION, AND REMOVAL. Members may be suspended or removed from the corporation for just cause by the board of directors. Just cause includes, but is not limited to, violation of any applicable safety code adopted by the board of directors, illegal activities, or acts determined by the board of directors to be detrimental or injurious to the corporation. Disciplinary action shall be conducted in accordance with the parliamentary procedure adopted by the board of directors of the corporation. All disciplinary action shall be conducted and decided by the board of directors.
MEMBERSHIP MEETINGS AND QUORUM
SECTION I REGULAR MEETINGS. A regular meeting of the membership shall be held once annually. Unless notice is given the regular meeting shall be scheduled and held during the first month of the fiscal year.
SECTION 2: SPECIAL MEETINGS. Upon request of at least half of the active, voting members, or four (4) board members, the president shall be required to call a special meeting. Written notice of a special membership meeting shall be addressed to each member at his/her address on file with the corporation, and deposited in the U. S. Mail no later than ten (10) days before said meeting. Said notice shall set forth the time, place, and subject matter of the special meetings.
SECTION 3. QUORUM. A quorum for all membership meetings shall be not less than ten (10) percent of the membership eligible to vote as determined by the bylaws of the corporation.
SECTION 4. VOTING. A member entitled to vote may vote in person or by proxy executed in writing by the member. A proxy is not valid after eleven (l l) months from the date of it’s execution unless otherwise provided in the proxy. Elections may be conducted by mail and received by the board of directors on or before the time set for the holding of the membership meeting and constitute a vote for the purpose of determining whether or not a quorum exists at the particular meeting. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the subject matter is the act of the members.
MEMBERS DUTIES AND OBLIGATIONS
SECTION l . FEES AND ASSESSMENTS. Members shall promptly pay all fees, dues, special assessments, and other charges imposed on the membership.
SECTION 2. OPERATING RULES AND REGULATIONS. Membership shall comply with all provisions of these by laws and rules and regulations, as well as operating rules and standard operating procedures promulgated by the board of directors. Infractions of such rules, when reported, may be the basis of disciplinary action under Article Il, section 3.
SECTION 3. OTHER DUTIES. Members shall make reasonable effort to attend all meetings, conduct themselves in a proper manner to uphold the dignity of the corporation at meetings, refrain from debate or discussion of corporation activities in the presence of non-members, and otherwise act in the best interest of and protect the corporation.
SECTION 4. CERTIFICATION. Members desiring to participate in high power rocket activities shall attain and maintain appropriate certification level through Tripoli or NAR certification processes. Failure to attain and maintain certification level 1, 2, or 3, limits participation to small model and mid-power rocket activities.
BOARD OF DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS. The affairs of the corporation shall be managed by a board of directors consisting of seven (7) natural persons, all of whom themselves shall be senior members of the corporation.
SECTION 2. TERM OF OFFICE. At the initial organizational meeting of the corporation, the board of directors of the corporation shall be selected as follows: Those directors selected to fill positions one through three on the board of directors shall serve for a term of three (3) years. The fourth and fifth members of the board of directors shall serve for a period of two (2) years. The sixth and seventh members of the board of directors shall serve for a period of one (1) year. Thereafter, each replacement board of director shall serve for a term of three (3) years in such a manner that positions one through three, four and five, and six and seven are staggered in year of replacement.
SECTION 3 MANNER OF ELECTION. Any director to be elected shall be elected at the annual meeting of the membership. The nominating committee consisting of the president and vice president shall call for nominations through the association’ newsletter at least one hundred (180) days preceding the annual meeting. The period for nominations shall last from July I through August 31. The nominating committee shall forward this list of candidates to the voting members, along with a “mail in ballot” not later than sixty (60) days preceding the annual meeting. The mail in ballot must be received not later than the day preceding the annual meeting or ballots taken from the floor. Ballots received through the mail after the day preceding the annual meeting, are invalid. The election committee shall be responsible for conducting the mail ballot process and may appoint additional senior members to administrate the process. At the conclusion of the voting at the annual corporation meeting, mail-in ballots received and ballots received from the floor shall be tallied for determination of new directors. Nominees receiving votes shall be ranked by the number of ballots received at the membership meeting and through mail-in ballots, and those persons receiving the highest number of votes shall be considered elected as new directors for the following year.
SECTION 4. VACANCIES A vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors at the next regular or special meeting of the board of directors. The temporary director shall serve until the next regular meeting of the membership, at which time a new director shall be elected to fill the term of the unexpired term of the vacated office. Candidates shall be nominated from the floor and voted upon at the same meeting. A vacancy created by an increase in the number of, board of directors, as voted on by the board of directors, shall be filled at the next regular meeting. Depending on the time of fiscal year, candidates may be nominated to fill a new board member position by nominating committee and included on the mail-in ballot, or at the next regular meeting of the membership, nominated from the floor and voted upon.
SECTION 5. QUORUM. A majority of the number of directors fixed by the bylaws shall constitute a quorum for the transaction of business by the board of directors. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors, unless the act of a greater number is required by these bylaws. A director shall not be permitted to vote on any issues involving action by the corporation against that particular director.
SECTION 6. MEETINGS. Regular meetings of the board of directors shall be held following any regular membership meeting. Meetings of the board of directors shall be held at least twice each year. The board shall meet for the purpose of selection of officers immediately after adjournment of the annual meeting of the membership or as soon as is practical. The board of directors may conduct such other special meetings as are deemed necessary and appropriate by the board of directors, and the president shall have authority to call such meetings. in any event, the president shall, upon written request of two or more directors, call a meeting of the board of directors to be held not more than five (7) days after receipt of request.
SECTION 7. NOTICE OF MEETINGS. Notice of regular and special meetings shall be served on each director at the address at his/her at least two days prior to the date of such meeting. Attendance at a meeting constitutes waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the business because the meeting is not lawfully called or convened. Business to be transacted or the purpose of a regular or special meeting of the board of directors need not be specified in the notice of the meeting.
SECTION 8. COMPENSATION. The directors shall serve without compensation.
SECTION 9. REMOVAL OF DIRECTOR. Any director may be removed either with or without cause and at any time by a vote of the majority of the members at a regular membership meeting or a special meeting called for that purpose.
SECTION 10. RESIGNATION. Any board member may resign his/her office at any time, such resignation to be made in writing and to take effect immediately without acceptance.
SECTION I l . DUTIES. The board of directors shall manage the affairs of the corporation, including determining membership fees, membership eligibility. The board of directors shall develop, adopt, and implement all rules, and regulations regarding membership rocketry activities sponsored by the corporation.
SECTION 12. ADVISORY COMMITTEE. The board of directors shall, as it deems appropriate from time to time, appoint such advisory committees as may assist the board of directors in accomplishing its purposes, and may include on such advisory committees associate members, non-members, representatives of industry, safety personnel, educational personnel, and such personnel as may have special knowledge or experience and may be of assistance to the board of directors in meeting its goals and mission.
SECTION 13. EXECUTIVE COMMITTEE. An executive committee consisting of the president and two other directors may be appointed from time to time by a majority vote of the members of the board of directors. The executive committee may exercise any and all of the powers given by the board of directors. All actions of the executive committee are subject to approval by the board of directors, which must be notified of actions taken by the executive committee. Designation of the executive committee and the delegation of authority to it do not relieve the board of directors or any member of the board from responsibility imposed by law.
SECTION 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) To indemnify a director, officer, or former director or officer of the corporation or a person who has served at its request as a director or officer. The officers and directors shall be fully and wholly indemnified to the extent permitted under the law of the state of Maryland. This will also include indemnification against charges the director or officer by virtue of their performance or interpretation of those or other sections of the bylaws. (b) Acts of willful misconduct, dereliction of duty, voluntary criminal actions by officers or directors will be exempt from indemnification.
SECTION l . OFFICERS AND QUALIFICATIONS. The officers of the corporation shall be president, vice president, secretary, and treasurer. The officers of the corporation shall be elected from the members of the board of directors
SECTION 2. ELECTIONS. Each of the officers shall be elected by the board of directors at the first meeting of the board of directors at the first meeting of the board of directors following the annual membership meeting. Each term of office shall be for the term of one (1) year.
SECTION 3. REMOVAL OF OFFICERS Any officer may be removed by the board of directors whenever in its judgment the best interest of the corporation will be served.
SECTION 4. COMPENSATION. The officers shall serve without compensation.
SECTION 5. PRESIDENT. The president shall have been a member of the association for two (2) years and shall at the time of election, have attained twenty five (25) years of age. The president shall preside at all meetings of the membership and the board, and shall appoint all committees, acting as an ex-officio member thereon. He/she shall cause to be called regular and special meetings of the members and the directors in accordance with requirements of the statutes and these bylaws. He/she shall have no overriding authority over the other officers of the corporation other than to insist upon detailed reporting of the status of the board. The president shall represent the corporation in all outside dealings with outside organizations and agencies, and transact business and perform duties on a day to day basis, on behalf of the corporation.
SECTION 6. VICE PRESIDENT. The vice president shall have been a member of the association for two years and at the time of election, shall have attained the age of twenty four (24) years of age. The vice president shall act as president in the absence of that officer. He/she shall conduct all elections. In the event of the absence of both the president and vice president at any meeting of the membership of the board, another member or director, respectively, shall be chosen to preside at that meeting.
SECTION 7. SECRETARY. The secretary shall have been a member of the association for one year and, at the time of election have attained twenty one (21) years of age. The secretary shall keep the minutes of the meetings of the corporation and the board of directors, compile records, conduct correspondence, and perform other duties as required. The secretary shall receive applications for membership and resignation. The secretary shall be responsible for maintaining a current list of the active, probationary, and suspended members of the corporation. The secretary shall conduct all correspondence at the direction of the corporation or its officers.
SECTION 8. TREASURER. The treasurer shall have been a member of the association for one year and, at the time of election have attained twenty one (21) years of age. The treasurer shall receive and disperse all moneys and maintain a corporation bank account and make monthly and annual financial reports to the board of directors and the membership. The treasure shall make available to each member copies of the bylaws and amendments thereto, operating rules and other matters as directed by the board.
COMMITTEES
SECTION 1. ELECTION OF COMMITTEE CHAIRS. Each year, the president shall appoint, subject to ratification by the board of directors, a chair of each standing and special committees of the corporation. The president and the chair of each committee shall appoint, subject to the board of directors, the members of each committee. Nominated members of the committee may be chosen from those qualified persons as provided under these bylaws.
SECTION 2. STANDING COMMITTEES. Standing committees of the corporation shall
- Membership and Member Club Activities
- Publication and Education
- Safety
- Publicity
- Nominations
- Elections
SECTION 3. COMMITTEE DUTIES.
(A) Membership and Member Club Activities: The committee shall under the direction of the secretary and/or treasure, receive dues and application for membership, maintain current roster of members of the corporation, including the last known address of each member of the corporation.
- Publication and Education: The committee shall publish research and technical reports, develop and publish educational and training materials, and publish other documents required for and by the corporation
- Safety: The committee may recommend to the board such safety codes as it deems appropriate. The committee Shall investigate any incident related to safety as directed by the board of directors or officers and report findings and recommendations.
- Publicity: The committee shall develop and maintain a publicity program.
- Nomination: The committee shall oversee the nomination process for the members of the board of directors. No director, nominee or member of the election committee may serve on the nominating committee.
- Election: The committee shall handle the mail ballot process for the members of the board of directors. No director nominee or member of the nominating committee may serve on the election committee.
SECTION 4. SPECIAL COMMITTEES. Special committees may be appointed by the president or board of directors, at any time as required to aid in the business of the corporation.
SECTION 5. COMMITTEE REPORTS. Annual reports of all committees are due before the board of directors no later than thirty (30) days prior to the annual meeting of the board of directors. Meetings of committees shall be scheduled in advance. Minutes of all committee meetings shall be taken by a member of the committee and provided to the secretary of the corporation not later than ten (10) day following each meeting.