BYLAWS COMMITTEE CHAIRPERSON: Allan Straughan: [email protected]
ARTICLES OF INCORPORATION FOR A TAX-EXEMPT NONSTOCK CORPORATION
GREATER PASADENA COUNCIL INCORPORATED
SDAT D23272735 IRS EIN: 92-0360820
Approved by the Maryland Department of Assessments and Taxation on September 19, 2022
GREATER PASADENA COUNCIL INCORPORATED
SDAT D23272735 IRS EIN: 92-0360820
Approved by the Maryland Department of Assessments and Taxation on September 19, 2022
FIRST: The undersigned officers whose address is 828 Riverside Drive, Pasadena, Maryland 21122 being at least eighteen years of age, do hereby form a corporation under the laws of the State of Maryland.
SECOND: The name of the corporation is the Greater Pasadena Council, Incorporated
THIRD: Said corporation is operated primarily to promote the common good and general welfare of the Greater Pasadena community by bringing about civic betterment and social improvements consistent with Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code. More specifically, the corporation is formed to:
FOURTH: The street address of the principal office of the corporation in Maryland is 828 Riverside Drive, Pasadena, Maryland 21122
FIFTH: The name of the resident agent of the corporation in Maryland is John Spencer whose address is 828 Riverside Drive, Pasadena, Maryland 21122
SIXTH: The corporation has no authority to issue capital stock.
SEVENTH: The number of directors of the corporation shall be three which number may be increased or decreased pursuant to the bylaws of the corporation. The name(s) of the director(s) who shall act until the first meeting or until their successors are duly chosen and qualified are:
EIGHTH: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.
SIGNATURE(S) OF INCORPORATOR(S):
John W. Spencer
Nancy Schrum
Allan Straughan
I hereby consent to my designation in this document as resident agent for this corporation.
SIGNATURE OF RESIDENT AGENT LISTED IN FIFTH:
FiIing party's return address: John Spencer, 828 Riverside Drive, Pasadena, MD 21122
SECOND: The name of the corporation is the Greater Pasadena Council, Incorporated
THIRD: Said corporation is operated primarily to promote the common good and general welfare of the Greater Pasadena community by bringing about civic betterment and social improvements consistent with Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code. More specifically, the corporation is formed to:
- To unite the communities and associated community-oriented groups of the Pasadena, Maryland area in joint efforts for their mutual benefit and for the advancement of the best interests of the area.
- To take positive action to promote organized civic planning, both long and short range.
- To focus on policies and projects having a great bearing on all the communities including those dealing with zoning, sewage disposal, water supply, roads, public safety, education, recreation, and environmental protection.
- To initiate or support action to abate nuisances.
- To assist local public authorities in all efforts toward good government.
- To encourage and aid the organization of local community associations in localities of the area where they do not now exist, and
- To promote other social welfare and general civic improvements.
FOURTH: The street address of the principal office of the corporation in Maryland is 828 Riverside Drive, Pasadena, Maryland 21122
FIFTH: The name of the resident agent of the corporation in Maryland is John Spencer whose address is 828 Riverside Drive, Pasadena, Maryland 21122
SIXTH: The corporation has no authority to issue capital stock.
SEVENTH: The number of directors of the corporation shall be three which number may be increased or decreased pursuant to the bylaws of the corporation. The name(s) of the director(s) who shall act until the first meeting or until their successors are duly chosen and qualified are:
- John W. Spencer, 828 Riverside Drive, Pasadena, MD 21122
- Nancy Schrum, 1420 Pond Ridge, Pasadena, MD 21122
- Allan Straughan, 1316 Edna Road, Pasadena, MD 21122
EIGHTH: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
IN WITNESS WHEREOF, I have signed these articles and acknowledge the same to be my act.
SIGNATURE(S) OF INCORPORATOR(S):
John W. Spencer
Nancy Schrum
Allan Straughan
I hereby consent to my designation in this document as resident agent for this corporation.
SIGNATURE OF RESIDENT AGENT LISTED IN FIFTH:
FiIing party's return address: John Spencer, 828 Riverside Drive, Pasadena, MD 21122
THE GREATER PASADENA COUNCIL BY-LAWS
Adopted February 21st, 2023
Adopted February 21st, 2023
Introduction
The Greater Pasadena Council (GPC) is established and organized under authority of the Articles of Organization approved in September 2022. The Articles of Organization are, in effect, the GPC Constitution. The By-Laws flow from the authority of the Articles of Organization, further establishing the inner workings of the Council. The Operating Instructions contains details and procedures the Council uses to conduct administrative processes. Taken together, the By-Laws and Operating Instructions establish the rules of order and further define the Greater Pasadena Council’s membership, eligibility, dues, leadership, roles, responsibilities, and processes.
Definitions
GPC…………………………….. acronym for “The Greater Pasadena Council”
Council………………………...a second method of referring to the GPC
Board of Directors………. controlling board includes elected officers and directors
Directors…………………….. elected or appointed leaders of GPC
Officers………………………. elected officials who represent, manage and lead GPC
Members……………………. voting members who receive benefits of membership
Pasadena……………………. generally referred to as North County and inclusive of the following zip codes: 21122, 21056
ARTICLE I – Membership
Section 1. Eligibility
Individuals are eligible to become a Member of GPC upon attending at least two (2) meetings in six (6) months and if such individual either lives in Pasadena or owns property there.
Section 2. Budget and Dues
(a) Prior to the September general meeting, the officers, and others as invited, shall meet and prepare a proposed budget for the next fiscal year. The Board of Directors shall review and approve the proposed operating budget at the regularly scheduled board meeting each September. This budget shall be presented to the Membership for final approval in the general meeting in December each year.
(b) Dues are set annually as an integral part of the budgeting process. If a change in the amount of dues is necessary, the officers shall seek approval from the Board of Directors in advance of the process described in paragraph (a) above. If the board approves an increase in dues, appropriate edits shall be made to GPC’s Operating Instruction and this updated Instruction shall be presented to the assembled Members for approval in a normal monthly meeting before the operating budget is set for the next fiscal year. A simple majority of the Members present, assuming a quorum is present, is necessary to change Council dues.
(c) Dues shall be billed and collected by the Treasurer.
(d) Dues shall be paid prior to 1 January each year. Any member whose dues are not paid by 1 January will be declared delinquent. The Treasurer will send a notice of this delinquency. Failure to pay dues on time will result in loss of voting rights and member benefits. These rights and benefits will be restored upon payment of all outstanding dues.
(e) Dues shall not be prorated.
Section 3. Voting Rights
Members in good standing may vote. General attendees are not permitted to vote.
Section 4. Duties of Members
Duties are as follows:
(a) Members may at any time propose a change in the Articles of Organization, By-Laws and Operating Instruction provided the change is submitted in writing to the President. Each Member of GPC shall be provided a copy of the proposed amendment or amendment. At the meeting following notice of the proposed changes, the amendment or amendments shall be voted on with an affirmative vote simple majority of those provided a quorum is present.
ARTICLE II – Meetings
Section 1. Annual Meeting
The annual meeting of the Council shall be held in the first month of GPC’s fiscal year, January. The election and installation of officers shall occur at this meeting.
Section 2. General Meetings
General meetings of the Council shall be held monthly at a time and place centrally located in the Pasadena area and agreeable to the majority of members regularly attending the meetings.
Section 3. Cancellation
Any meeting may be cancelled if circumstances indicate that a successful meeting would be improbable. A majority vote of Members in attendance and entitled to vote at a prior meeting is required to cancel a future meeting.
Section 4. Quorum
Twenty-five (25) percent of all registered members in good standing or a minimum of ten (10), whichever is higher, shall constitute a quorum. Attendance and memberships shall be accounted for by the recording secretary. Membership is defined in Section 1 of these By Laws. Meetings with less than a quorum present may transact normal business but voting on all matters must be deferred until a quorum is present.
Section 5. Time and location of Meeting
Meeting locations and times will be determined by the membership and coordinated with all members in a timely fashion.
Section 6. Board Meetings
Board meetings shall be held as needed. The Board supervises the actions of GPC’s officers and oversees Council finances. The Board is empowered to remove and temporarily replace elected officers should either action prove necessary.
ARTICLE III – Organization
Section 1. Board of Directors
The Board of Directors shall include all duly elected officers and Directors of GPC. Officers and Directors shall be nominated by Members and approved by majority vote of the officers and may be removed by a majority vote of the same. GPC shall nominate between five (3) and seven (7) Directors for the assembly to confirm by vote.
Section 2. Officers
The officers of the Council shall consist of:
a) President – presides over all meetings of the Council. The President shall enforce the observance of the Articles of Incorporation and the By-Laws, appoint such committee chairs and representatives as necessary and shall be a member ex officio of all committees. The President shall be responsible for general supervision of Council affairs, and shall sign all documents on behalf of the Council, except when authorizing another member to sign while assuming responsibility, therefore
b) Vice President -- shall be an assistant to the President and shall exercise the duties of the President in the event of the President’s incapacity, shall have such other powers and duties as delegated by the President, and shall supervise the activities of the following committees: Membership and Special Projects.
c) Recording Secretary -- shall keep the minutes of meetings of the Council using accepted parliamentary form as minimum standard and distribute these minutes as requested by Council Membership. The Recording Secretary shall maintain an attendance log and use that log to determine eligibility to vote and to confirm a meeting’s quorum. In general, the Secretary shall perform the duties ordinarily incident to the office of Secretary of a Council, shall prepare and forward correspondence of the Council.
d) Communications Secretary -- shall be the focal point for all external communications, including press releases, management of web and social media presence, and maintenance of the mailing list and post office box.
e) Treasurer -- shall be responsible for all funds related to the operation of GPC. This includes, but is not limited to, managing income (from all sources) and expenses necessary for the Council’s normal operation. Two signatures are required for every disbursement one of which is the Treasurer. The Treasurer is responsible for verifying funds on deposit and all expenditures. The Treasurer shall render to the President, and to the Council, an account of the financial condition of the GPC whenever requested. The treasurer shall be responsible to oversee execution of the Council’s current year operating budget and for planning future year budgets. In general, the Treasurer shall perform all duties ordinarily incident to the office of Treasurer of a Council by maintaining budgetary and fiscal responsibility.
Section 3. Reports
The officers will report at each monthly meeting on the areas of activity for which they are responsible.
Section 4. Election and Tenure
The Members shall elect officers at the annual meeting in January. Elected Officers shall hold office for a period of one year or until their successors shall have been elected and qualified or they shall have been replaced.
At the September meeting, a nominating committee shall be formed. It shall be the duty of this committee to nominate at least one candidate for each office. All persons so nominated shall have agreed to accept the nomination. A majority vote of the Members present, and voting, shall be necessary to elect.
Section 5. Qualifications
The qualifications for officers shall be that they are adult Member in good standing, and not be an occupant of any publicly elected office. Those who become candidates of publicly elected office shall immediately resign from their elected position in the Council.
Section 6. Removal from Office
Any Officer or Director of the Council may be removed from office for just cause. Just cause must be presented in writing to the assembled Members or to the Board of Directors. If either body determines there is just cause, the officer can be removed by three-fourths vote of all present, provided there is a quorum.
Any Officer, who fails to attend three consecutive meetings of the Council without just cause shall be considered as having given just cause for removal from office. This shall not be construed as the only just causes for removal.
Section 7. Replacement of Officers
Vacancies among officers other than the President shall be filled by an appointment by the President subject to confirmation by a majority vote of the Members present and voting at the next monthly meeting. In the event the President is removed, or resigns from office, then the Vice President will assume the Presidency.
Section 8. Other Officers and Committees
Such other officers as may be elected by the Board of Directors shall have such powers and perform such duties as the Board may from time-to-time prescribe.
The GPC shall have standing committees that conduct business of the Council. These committees may be for the purpose of nominating officers or adjusting the by-laws or special areas of concern for the community like the environment, educations, public safety, etc. Such committees are temporary and approved by the membership or the board of Directors.
The President shall seek volunteers from among the members to act as Chairs or members of the various committees required to accomplish the purposes and aims of the Organization. The President is authorized, to select individuals from outside the membership to fill these positions when it is deemed to be in the best interests of the Council. Chairpersons who are not Members are not permitted to vote on any Council business.
Section 9. Compensation
Officers shall not receive compensation for executing their duties as officers of the Council
Section 10. Corporate Dissolution, Sale, or Merger
A three-fourths affirmative vote of all the Members of the Council shall be necessary to approve: (1) dissolution of the Council; (2) sale or transfer of substantially all assets of the Council; (3) merger of the Council into or with any other organization.
Section 11: Conduct of Business
Matters of order and conduct shall be decided by the presiding officer, using Robert’s Rules of Order Newly Revised (RONR, 11th ed.) as authority for procedures not specifically addressed in the By-Laws.
Article IV – Corporate Seal
A Corporate Seal will not be required.
Article V – Reimbursement and Indemnification
Section 1. Reimbursement
The Council shall reimburse such reasonable expenses as may be incurred by Members and others on behalf of the Council subject to the following conditions:
(a) Member approval of the annual budget will be considered as approval to make expenditures for all line items therein to the extent budgeted. Should a budget line item not be as expensive as estimated in the budget, remaining money from this line item will be returned to the treasury.
(b) Corporate officers may approve expenditures of less than $100.00 for items not specifically identified in the budget provided such expenditures are for normal Council expenses. All other expenditures, regardless of amount, for other than budgeted items, will require a three-fourths affirmative approval at the next meeting provided a quorum is present.
(c) All withdrawal slips, checks, drafts, orders for payment of money, all notes, mortgages, or other evidence of indebtedness shall be signed by any two of the following officers: President, Vice President, and Treasurer. At least two of these signatures will be required in all cases.
Section 2. Indemnification
The Council shall indemnify and save harmless all corporate representatives from any loss or damage incurred by them by reason of any act performed by them on behalf of the Council or in furtherance of the Council’s interest, other than by their fraud, bad faith, or gross negligence.
(a) “Council Representative” is an individual who is a present or former director, member, officer, agent, or employee of the Council, or who serves or served another Council, partnership, joint venture/trust, or other enterprise in one of these capacities at the request of the Council and who, by reason of their position, was, is, or is threatened to be made a party to a proceeding.
(b) A “proceeding” includes any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, and investigative.
Article VI – Miscellaneous Provisions
Section 1. Availability of Services
The Council shall make its services available to all citizens within the greater Pasadena area.
Section 2. Fiscal Year
For budget and membership purposes and for continuity of operation, the fiscal year of the GPC shall be from January 1st of a given year through December 31st of the following year.
Section 3. Order of Business
The following order of business at any meeting of the Council shall be according to Robert Rules and as follows:
(a) Call to Order
(b) Roll call and/or introductions
(c) Adoption of the minutes
(d) Report of the Treasurer
(e) Report of other officers, committees, and projects
(f) Correspondence and/or announcements
(g) Old business
(h) New business
(i) Adjournment
Guest speakers and special programs may be inserted in the order at the presiding officer’s discretion.
GREATER PASADENA COUNCIL
OPERATIONS MANUAL Revised: February 21, 2023 Operating Procedure #1 – GPC Funds Management
Purpose The purpose of this Instruction is to prevent the mishandling of funds and to make certain that funds are properly accounted for. This instruction sets GPC policy and defines the actions that must be taken to handle funds donated to GPC including all income (donations, dues, fees, etc.) and all expenses. Further, this procedure is intended to make clear that funding will be accounted for precisely and accurately with transparency and integrity. Applicability This procedure applies to GPC staff and volunteers responsible for managing funds including those entrusted with the receipt, deposit and reconciliation of cash and instruments of cash. This policy includes, but is not limited to, cash received from sales, services, gifts, grants, contracts, prizes, awards, raffles, fines, permits, fees, donations, rewards, licenses, tickets, refunds, rebates or any other transaction that delivers cash into the hands of any GPC representative. There are no exceptions to either this policy or this procedure. GPC Policy Funds related to the activities of the GPC (both income and expenses) shall be separately and accurately accounted for by both procedure and practice. No funds shall leave the GPC account without proper directions from GPC’s Treasurer and President. Proper direction shall be written, signed (by both the treasurer and president) and include the following: date, name of payee, amount required, description / purpose. GPC’s Treasurer shall provide a summary accounting of all income and expenses at monthly meetings for inclusion into meeting minutes. The Treasurer shall prepare all income for deposit including any required IRS letters recognizing donations (with stamped, franked and addressed envelopes). It is GPC’s strong preference to avoid cash, cash cards or any instrument easily turned into cash. Should GPC collect cash for something (like a 50/50 raffle), not less than two Members shall be present when receiving, handling, accounting for, and distributing cash. GPC’s bank accounts shall be held by Truist Bank. Ratification The GPC Board of Directors ratified this procedure on February 21, 2023. The GPC and its Board of Directors are empowered to make changes to this procedure in accordance with the Articles of Organization and the By-Laws. Further, this Operating Instruction was approved by a unanimous vote of those present at a general meeting on February 21, 2023, at which a quorum was present. There shall be no variation in this procedure until such time as changes are considered and implemented. Operating Procedure #2 – Dues Purpose The purpose of this Instruction is to establish who must pay dues and the amount of these dues. This instruction sets GPC policy and defines the actions that must be taken to set dues payment amount and clarify who must pay dues. Applicability This procedure applies to persons who intend to become a member of GPC. There are no exceptions to either this policy or this procedure. GPC Policy GPC’s Membership voted in January 2023 to waive collection of dues as the Council seeks to grow and establish itself as a credible entity representing Pasadena. Ratification The GPC Board of Directors ratified this procedure on February 21, 2023. The GPC and its Board of Directors are empowered to make changes to this procedure in accordance with the Articles of Organization and the By-Laws. Further, this Operating Instruction was approved by a unanimous vote of those present at a general meeting on February 21, 2023, at which a quorum was present. There shall be no variation in this procedure until such time as changes are considered and implemented. |