Article 1. Name

The name of the corporation is the Annapolis Dragon Boat Foundation, Inc. (hereafter referred to as “the ADBF”). ADBF at all times will conduct its affairs in such a manner as to meet the requirements of the Internal Revenue Code Section 501(c)(3). The Corporation supports the Annapolis Dragon Boat Club (hereafter referred to as the ADBC) which operates as an entity existing within the Foundation. The ADBC operates within the rules and regulations of the Foundation and will also conduct its affairs in such a manner as to meet the requirements of the Internal Revenue Code Section 501(c)(3).

Article 2. Foundation objectives

a) Promote, encourage and sustain the challenges of dragon boat paddling and competition.

b) Encourage and develop a supportive involvement and competition amongst cancer survivors (hereinafter called “Warriors”) and supporters.

c) Raise community awareness of the social and financial impact of cancers, and at the same time, raise funds for research, recovery and treatment of breast and other forms of cancer.

d) Promote and encourage the role of individual participation as essential to the vitality and growth of the Club.

e) Extend outreach to disadvantaged groups or individuals.

f) Grow and diversify the club membership.

g) Conduct any other activity allowed by 501(c)(3) rules.

Article 3. Operations and dissolution

a) The ADBF and ADBC shall operate primarily in the Greater Annapolis metropolitan area, but may expand its operations and events to the Mid-Atlantic region, Eastern Coastal areas of the United States and other areas and regions as may be required from time to time.

b) Upon dissolution of the ADBF, best attempts will be made for all funds or assets remaining after payment of debts to be transferred to a similar charitable organization under the provisions of the Code.

Article 4. Membership and membership categories

a) Membership in the Club (ADBC) shall be open to all persons who meet membership criteria, support the ADBF mission, and abide by and uphold the ADBF by-laws and policies, and are current with dues and fees. All applications for membership admission will be reviewed and approved.

1) Warrior Members. Any person eighteen (18) years of age or over, who is a cancer survivor and is of good character shall be eligible for Warrior Membership. A Warrior Member shall be entitled to full Club rights and privileges as defined in subsequent sub-sections and Articles below, including participation in Club activities, as well as voting at Club meetings.

2) Supporter Members. Any person eighteen (18) years of age or over, who is of good character shall be eligible for Supporter Membership. A Supporter Member shall be entitled to the same full Club rights and privileges as a Warrior Member with the exception of limitations relative to holding a Director position as outlined in Article 5 below.

3) Pillar Members. Any person eighteen (18) years of age or over, who is of good character, who would like to be involved with all Club activities except dragon boat paddling, shall be eligible for Pillar Membership. A Pillar Member shall be entitled to the same full Club rights and privileges as Warrior Members and Supporter Members with the exception of limitations to holding a Director position as outlined in Article 5 and rights to paddle.

4) Honorary Members. The awarding of an Honorary Member distinction shall be determined by the ADBF Board of Directors. Membership and length of such term shall be determined by a vote of the Board of Directors. This class will have same full Club rights as a Supporting Member except Honorary Members will not have any voting rights.

b) Membership dues and fees shall be determined annually by the ADBF Board of Directors and shall be in effect for the following ADBC membership year. The ADBF Board of Directors reserves the right to alter membership dues and fee amounts at any point during the ADBC membership year. Such changes may be put into effect immediately at the exclusive discretion of the ADBF Board of Directors. Upon its discretion, the ADBF Board of Directors may vote to grant temporary membership for a period of not more than two (2) years to needy candidates following an annual qualifying review.

c) A person’s ADBC membership shall expire at the end of each fiscal year or upon expulsion (as described below); or upon dissolution of the ADBC.

d) Members may be held not-in-good standing upon falling into debt with the ADBC and not curing such debt within a reasonable period of time as determined by the ADBF Board of Directors.

e) Member Expulsion:

1) A Member may be expelled by a special resolution of the ADBF Directors passed by a majority vote at an ADBF Board of Directors meeting in which a quorum is present. The Board of Directors shall provide the expelled Member(s) timely notice of the expulsion (including a written statement of the reason(s) for expulsion and due process to appeal such expulsion. Such written notice may be provided electronically or by mail upon the reasonable belief that the communication will be received by the Member.

2) The expulsion appeal process shall require the expelled Member(s) to provide to the ADBF Directors, within thirty (30) calendar days of receiving notice of such expulsion, a written notice of intention to appeal. The ADBF Directors must convene within thirty (30) calendar days of receiving the notice of intention to appeal and provide a forum for such Member(s) to appear and argue their appeal. A quorum of ADBF directors must be present at such hearing and a majority vote is required to uphold or overturn the expulsion. An ADBF Director need not be present at the hearing in order to cast a vote and may submit such vote by proxy. Additionally, a vote need not occur immediately following the hearing, but the vote must be concluded within seven (7) calendar days from the end of the hearing.

3) Members may be expelled for any and all reasons deemed by the ADBF Directors in their sole discretion, to be in the best interests of the ADBC, except for any discriminatory reason.

Article 5. ADBF Board of Directors

a) There shall be two classes of Directors. Such classes shall be known as ADBF Director and ADBF Honorary Director. ADBF Honorary Directors shall not have voting rights. The ADBF Board of Directors shall consist of not more than eleven (11) and no less than three (3) persons. Not less than 50% of the Directors must be Warriors. Four (4) Directors, at least one of whom must be a Warrior, will be elected to also serve as Officers of ADBF.

b) The business and affairs of the ADBF and the ADBC shall be governed by the ADBF Board of Directors (hereinafter called “the Board”).

c) ADBF Directors must be ADBF Members in good standing at the time of election or appointment and must continue in good standing for the duration of their term.

d) The current Head Coach of ADBC shall be an ADBF Honorary Director.

e) ADBF Directors shall hold office for a term of two (2) years. Except that in the election immediately following the adoption of these By-Laws the candidates for Director shall be divided into approximately two equal groups, one group shall be elected to serve a term of one (1) year and the other group shall be elected to serve a term of two (2) years. Thereafter all terms shall be for two (2) years. No person shall serve more than three (3) consecutive terms on the Board. After serving for the maximum time allowed a person may serve again after being absent from the Board for one (1) year. Notwithstanding the above an immediate past President or immediate past Treasurer may extend their term for one (1) year to serve as an Honorary Board Member.

f) Vacancies occurring between elections may be filled for the balance of the term by majority vote election by the remaining Directors of the ADBF for a candidate nominated by the Nomination Committee.

g) An ADBF Director may be removed for “substantial cause” by a majority vote of the ADBF Directors present at any meeting at which there is a quorum. Substantial cause shall include (but is not limited to) failure to participate in the activities of the ADBF Directors or conduct detrimental to the operation or reputation of the ADBF as determined by said majority of the ADBF Directors.

h) An ADBF Director may resign only by submitting a written resignation to the Chairman, or to the other Directors if the resigning Director is the Chairman.

i) The ADBF Directors may exercise all powers and perform any and all acts necessary and prudent to ensure the continued efficient operation of the ADBF, and may be limited as described in these By-Laws, the ADBF Articles of Incorporation, Maryland Law, or the Internal Revenue Code of 1986, specifically Section 501(c)(3) or corresponding provisions of any future United States Internal Revenue Law. The ADBF Directors may delegate any or all of its power to persons or committees to act on its behalf and may require such persons or committees to receive ADBF Directors prior approval for any or all decisions or actions.

j) All ADBF Directors and Officers will serve without compensation but may be reimbursed for expenses reasonably incurred on behalf of ADBF. All expenses over limit set by Board must be preapproved.

k) ADBF shall indemnify its Directors and Officers to the fullest extent permitted by state and federal law including the payment of related legal expenses.

l) No ADBF Director or Officer shall be personally liable to ADBF or its members for damages to the fullest extent permitted by state and federal law. No ADBF Director shall be automatically exonerated in the case of intentional misconduct and no amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to Directors and Officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

m) The Board shall evaluate ADBF’s needs for insurance coverage as appropriate for its activities including but not limited to general liability insurance and directors and officers liability insurance.

Article 6. ADBF Officers

a) The elected Officers of ADBF shall be the Chairman, Vice Chairman, Secretary and Treasurer. Such officers shall also be members of the ADBF Board. Each Officer will serve a term of two (2) years which term shall begin January 1st or when elected at the Annual Membership Meeting in the previous year. They may serve a maximum of three (3) consecutive terms as an ADBF Officer in that role.

b) The ADBF Chairman shall:

  • preside at all ADBF Director and General Meetings;
  • serve as the chief executive officer of ADBF and oversee the other Officers in the execution of their duties and assign responsibilities as necessary to other Officers
    and committee chairs;
  • oversee the operations of the ADBF and ADBC and maintain primary responsibility
    for any ADBF and ADBC events orfunctions.

c) The ADBF Vice Chairman, in the absence of the Chairman, or due to the Chairman’s inability to act, will perform all of the duties of the Chairman and shall have all of the powers and be subject to all the restrictions of the Chairman. The Vice Chairman will also perform such other duties as may be assigned by the Chairman or by the Board of Directors or prescribed by the By-Laws.

d) The ADBF Secretary shall:

  • conduct the official correspondence of the ADBF;
  • issue notices to the appropriate persons of upcoming ADBF Directors and General Meetings; keep minutes of all ADBF and ADBC Directors, General Meetings and club meetings;
  • maintain custody of all ADBF and ADBC records and documents except those required to be maintained by the Treasurer;
  • within a reasonable time following a Meeting, publish a summary of the minutes and make them publicly available to the Members in such manner as the Board shall decide.
  • In general, the Secretary shall perform all duties assigned to the office of a Secretary of a corporation and such other duties as may be presented by the Chairman or the Board.

e) The ADBF Treasurer shall:

  • maintain the ADBF financial records, including all accounting records necessary to comply with the Internal Revenue Service’s (“IRS”) requirements, State of Maryland requirements, and ADBF policy requirements;
  • render financial statements to the ADBF Directors, Members and others when required and approved by the ADBF Directors;
  • timely deposit of all checks received and issue appropriate receipts and statements as required and provide the ADBF Directors with a monthly reconciliation of the ADBF finances.
  • In general, the Treasurer shall perform all the duties incident to the office of Treasurer of a corporation and such other duties as presented by the Chairman of the Board.

f) Any person holding an elected office may be removed from that office by a vote of two-thirds of the voting Members at a Special Membership Meeting called by the Chairman or Vice Chairman. Officers may also be removed by majority vote of the ADBF Board, excluding the vote of the subject Officer. Said Officer should not preside at such a meeting.

g) An ADBF Officer may resign only by submitting a written resignation to the Chairman, or to the other Directors if the resigning Director is the Chairman.

h) Officer vacancies occurring between elections may be filled for the balance of the term by majority vote election by the remaining Directors of the ADBF Board.

Article 7. ABDF Board of Directors meetings

a) The Board shall meet no less than six (6) times a year and notice of said meetings will be scheduled by the Chairman or a designated Board Member. Said schedule may be posted at the beginning of the calendar year.

b) The ADBF Directors may dispatch business, adjourn and otherwise regulate their meetings and proceedings as they see fit except as outlined below. ADBF Directors’ meetings may be held by a telephone conference call.

c) The ADBF Chairman shall be the Chair of all meetings of the ADBF Directors. If at a meeting, the ADBF Chairman is not present within a reasonable time appointed for holding the meeting, the ADBF Vice Chairman shall act as Chair. If neither is present, the ADBF Directors present may choose one of the board members to be Chair at such meeting.

d) At any Board meeting where a quorum is present the Board may by majority vote enter an executive session in which only voting Directors and other persons invited by the Board may be present. The decision to enter into executive session shall be recorded in the minutes and actions taken may be recorded. Executive session minutes shall be kept separately and confidentially and need not record discussions held, they shall not be published in the summary produced by the Secretary.

e) A quorum at any Board meeting shall consist of a simple majority or 50% plus one Director, present in person or telephonically.

f) In addition to Board meetings, a resolution in writing or sent electronically, approved by all the ADBF Directors and placed with the minutes of the ADBF Directors meeting, is as valid and effective as if regularly passed at a meeting of ADBF Directors.

g) SPECIAL BOARD MEETINGS may be called by the Chairman of the Board of Directors for a specified purpose, upon written petition duly authorized by three (3) members of the Board. All members of the Board shall be notified at least three (3) days before the special meeting.

h) Any ADBF Member may petition the Board by notice in writing to the Secretary no less than seven (7) days prior to the meeting date to attend a Board Meeting to address a specific issue of concern. That Member shall be allocated a reasonable amount of time at the Meeting to address the Board.

Article 8. Nominations and elections

a) The Nomination Committee shall solicit nominations from the membership in August. Members may nominate other members or self-nominate for any vacant Officer or Board positions. Members may submit nominations in writing, electronically or verbally. The Committee will review the merits of all persons submitted for nomination having regard also to their status as Warriors or Supporter Members in order to maintain compliance with Article 5.a). The Committee shall prepare a slate of candidates to be presented to the Board not later than the second week in October. Upon Board approval, the slate shall be communicated to the membership.

b) Alternate nominations for any elective office may be made by submitting a petition to the Secretary, signed by ten percent (10%) of the total number of voting members. The petitions are thirty days (30) prior to the Annual Meeting elections, or in the case of a Special Membership meeting election, three (3) days before the election. The Secretary shall promptly communicate these petitions and submit a list of all nominees to the membership.

c) There shall be no nominations from the floor except in case of an office for which there is no nominee.

d) Election of Directors and Officers takes place at the Annual Membership Meeting. Voting for Directors and Officers is by paper ballot.

Article 9. ADBF Operating Committees

a) All ADBF Operating Committees shall operate under the guidelines provided in the By-Laws. The standing committees are the Finance Committee, the Nomination Committee, and the Membership Committee.

1) FINANCE COMMITTEE This Committee shall be chaired by the Treasurer and comprised of at least one other current ADBF Director. The committee shall have responsibility for all financial matters including, but not limited to the annual budget and approval of expenditures (including items for reimbursement).

2) NOMINATION COMMITTEE This Committee shall be comprised of not less than 4 members, including at least two (2) current or former ADBF Directors and shall have responsibility for the review and nomination of persons to be considered for ADBF Officers and Director positions. The Committee shall present its recommendations to the ADBF Directors, including the reasons for considering candidates appropriate for vacant positions.

3) MEMBERSHIP COMMITTEE This Committee shall maintain the ADBF membership records. The committee shall review and approve membership applications. The committee is responsible to ensure new members are provided with club information.

b) Other committees may be established by the Board and shall operate and function according to guidelines established by the Officers and Directors.

Article 10. ADBF/ADBC Membership Meetings

a) GENERAL MEMBERSHIP MEETINGS shall be held at the time and place, date and hour determined by the Officers and/or Directors. There shall be no less than three (3) General Membership Meetings annually.

b) ANNUAL MEMBERSHIP MEETING: The Annual Membership Meeting shall be held before the end of the calendar year. At this meeting, there shall be reports of the Officers and all Committee Chairs, the election of Directors and Officers, and the general transaction of business necessary for the operation of the Club. The notice of the Annual Membership Meeting shall contain the slate of nominees and notice of any proposed amendments to the By-Laws.

c) SPECIAL MEMBERSHIP MEETINGS: Special Membership Meetings may be called at any time, stating the purpose of the call for the meeting, by the Chairman, the Board of Directors, or by written petition to the Secretary duly signed by ten percent (10%) of the total number of voting Members. No business other than that stated in the notice shall be transacted at any special Membership Meeting.

d) NOTICE OF MEMBERSHIP MEETINGS: Notices of all Membership Meetings shall be communicated to the members not less than seven (7) days prior to the meeting date. Such notices shall state the date, time and place of the Membership Meeting and, in the case of Special Membership Meetings, the purpose of such meeting.

e) QUORUM: The presence of ten (10%) of all voting Members (or 25 Members) whichever is less shall constitute a quorum at all Membership Meetings. If a quorum is not reached within fifteen (15) minutes after the time set for the Membership Meeting to begin, the meeting shall be adjourned.

f) PROXIES: No Voting Member shall be entitled to cast a vote unless present in person at the Membership Meeting.

g) VOTING: Each voting Member shall be entitled to cast one (1) vote. Election of Directors and Officers shall be by written ballot. All other voting shall be by voice vote unless there is a motion passed requesting a vote by ballot. A motion shall carry if supported by a majority of the votes cast.

Article 11. Parliamentary authority

a) The rules contained in Roberts Rules of Order, Revised, shall govern the meetings of the Members of the Club in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.

b) The Chairman may appoint a voting Member to serve as Parliamentarian to interpret these rules as needed.

Article 12. Fiscal year

The fiscal and operational year of the ADBF and ADBC shall commence on January 1 and end on December 31.

Article 13. Non-discrimination

ADBF and ADBC nor its Members shall not discriminate against any person on the basis of age, marital status, sex, race, color, national origin, citizenship, ethnicity, sexual orientation, gender identity, religion or political opinion or affiliation in any of its policies procedures or practices.

Article 14. Amendments

a) Amendments to these By-Laws shall be proposed by a majority vote of the Board or by a written petition signed by at least twenty percent (20%) of the voting Members. All proposed By-Law changes shall be submitted to the Secretary thirty (30) days prior to the Annual General Meeting for consideration.

b) Copies of proposed amendments shall be communicated at least thirty (30) days prior to the Membership Meeting at which the amendment is to be considered and shall be circulated with the notice of meeting.

c) Amendments shall be adopted upon the affirmative vote of a majority of the voting members present at the Annual Membership Meeting or at a Special Membership Meeting called in accordance with Article 10.

Revised May 23, 2017 by vote of membership.

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