CCA Bylaws

1.      NAME AND PURPOSES:  The name and purposes of the Corporation are set forth in the Articles of Incorporation.

2.      PRINCIPAL OFFICE OF THE CORPORATION:              The principal office of the Corporation shall be as designated by the Board of Directors.

3.      MEMBERSHIP: 

01.         Membership requirements:  Persons eligible for Voting Membership in the Corporation shall meet the following criteria – live, rent, or own property within CCA’s recognized boundaries of Canton and be at least 18 years of age.  A voting member must sign a membership card and pay the annual membership dues as set by the Board of Directors.  Associate Membership is available to those interested who work or have any interest in Canton but would not include voting rights.

02.         Voting:  All Voting Members shall have one vote.  There shall be no proxy voting.

03.         Termination of Membership:  A Membership may be terminated by the Member if the Member sends written notice to the Board of Directors or the President.  A Membership will automatically be terminated if a Member does not pay the annual dues.

4.      DIRECTORS:

01.         Classes:  There shall be only one class of Directors.

02.         Number/Composition:  The Board shall be composed of no more than 16 persons and no less than three (3) persons.  The specific number of Directors shall be determined from time to time by the Board.  The 16th Director shall always be the past president and shall be a one year automatic position.  One Director position shall be reserved for the Friends of the Canton Dog Park, who shall serve as an ex officio member of the CCA Board.

03.         Election/Nominations:  Candidates for nomination as a Director shall be [1] at least 21 years of age; [2] a resident of Canton; and [3] an active member in good standing.  At each annual meeting, the Directors to serve for the ensuing year shall be elected by a majority vote of the Members present, if a quorum is present.  In electing Directors to the Board, the Membership shall seek to maintain a racial and sexual composition which is reflective of the Membership. Prior to standing for election, candidates for board seats must review the bylaws and verbally acknowledge that the duties described therein have been read and understood and, should they be elected, will be adhered to. Once elected, they must sign a document acknowledging that they will abide by, and be bound by, the board rules.

04.         Term/Vacancies: Each Director shall hold office for a term of two (2) years or until a successor is duly elected.  Vacancies occurring between annual meetings shall be filled by the Board or by the Members and persons so elected shall fulfill the term of his/her predecessor.  One special election will be held only in 2003 to elect seven (7) of the fifteen (15) Directors for a term of one (1) year for the purpose of establishing an annual cycle of elections for two (2) year terms whereby seven (7) or eight (8) directors are scheduled to be elected each year.  For example:

Year 2003 elections: Fifteen (15) positions open.  Eight (8) directors elected for two (2) years.  Seven (7) directors elected for one (1) year.

Year 2004 elections: Seven (7) positions open.  Seven (7) directors elected for two (2) years.

Year 2005 elections: Eight (8) positions open.  Eight (8) directors elected for two (2) years.

Year 2006: Seven (7) positions open.  Seven (7) directors elected for two (2) years.

05.         Voting: Each Director shall have one vote; there shall be no proxy voting.

06.         Removal:  A Director may be removed if he/she incurs at least three (3) unexcused absences from Board Meetings or at least four (4) unexcused absences from Public Meetings per calendar year or with cause, as determined by a two-thirds vote of the Board present or a majority of the Members present at any meeting at which there is a quorum or by a two-thirds vote of the Membership at any Membership meeting at which there is a quorum. A director may also be removed, if he/she incurs at least three (3) unexcused absences from committee meetings per calendar year or with cause, as determined by a two-thirds vote of the Board present at any meeting at which there is a quorum.

07.         Resignation:  A Director may resign only by submitting a written resignation to the President or to the other Directors, if the resigning Director is the President.

08.       Duties: Board members are expected to participate in activities that further the mission of the organization, including but not limited to those activities described below. In addition to specific activities and duties related to committee business, directors will be encouraged to participate as volunteers in activities that involve all members, directors, and officers. Participation in such activities is not mandatory but is encouraged, and board members are expected to fulfill the duties for which they volunteered.

Board members must actively participate in at least one standing committee of the Canton Committee Association. The board member must follow any requirements identified by the committee, including but not limited to attendance and participation in activities.

Board members may form and serve on a committee in accordance with the bylaws of the Canton Community Organization, provided that the approval of the other Directors is obtained and at least two (2) other Directors agree to participate in said committee.

5.      OFFICERS

01.         Election:  The officers shall consist of President, Vice-President, Secretary and Treasurer, Immediate Past President and such additional officers as created from time to time by a majority vote of the Membership.  The Officers (except for the Immediate Past President which is an automatic one year term) shall be elected annually by the Directors at the first meeting of the Directors following the annual meeting of the Corporation.

02.         Any vacancy occurring in any office, for whatever reason, shall be filled by the Board of Directors and any Director so elected shall fulfill the term of his/her predecessor.

03.         Removal:  An officer may be removed, if he/she incurs at least three (3) unexcused absences from Board Meetings or at least four (4) unexcused absences from Public Meetings per calendar year or withcause, as determined by a two-thirds vote of the Board present at any meeting at which there is a quorum.

04.         Resignation:  An officer may resign only by submitting a written resignation to the President or Secretary or to the other Directors, if the resigning officer is the President.

05.         Authority and Duties:  The Officers shall have the authority and responsibility delegated by the Board and as stated in these Bylaws.

The President 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 meetings and discussions with other organizations and agencies.

The Vice-President shall:  perform the duties of the President if the President is unable to do so or absent; perform such other tasks as may be assigned by the Board; and, at the request of the President, assist in the performance of the duties of the President.

The Secretary shall:  keep accurate records and minutes of all meetings of the Corporation; make available copies of the minutes of the previous meeting and distribute them in advance of each meeting; cause to be delivered all notices of meetings to those persons entitled to vote at such meeting; and maintain the Minutes Book of the Corporation and a current listing, with phone numbers and addresses, of the Directors at the office of the Corporation.

The Treasurer shall:  be responsible for all funds of the Corporation and receive and deposit all such funds into the proper account; 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 year accounting and file all federal and state tax reports.

The Immediate Past President shall:  provide consultative assistance to the President and the Board to ensure continuity.

Other Officers appointed by the Board shall:  perform such duties as may be specified by the Board or by officers given authority over them.

6.      MEETINGS

01.         Annual Meeting:  The Annual Meeting of the Membership of the Corporation shall be held in the month of January of each year or at such time as soon as practical thereafter as determined by the Board of Directors.

02.         Regular Board Meetings:  Regular meetings of the Board shall be held once every three (3) months and may be scheduled more often by the President.

03.         Regular Membership Meetings:  Regular meetings of the Membership shall be held at least eight (8) times per year.

04.         Special Meetings:  Special meetings of the Board or Membership shall be held at any time and at any place within Baltimore City when called by the President or by at least three Directors.  Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.

05.         Notice of Meetings:  Notices of regular public meetings and the public Annual Meeting of the Membership shall be in writing, posted on the website, published in the newsletter, and e-mailed to the membership at least four (4) days before the day of the meeting. Notices of special public meetings shall state that it is a special public meeting being called and may be given orally or in writing at least 24 hours prior to the meeting time. All persons entitled to vote at the meeting must receive proper notice of the meeting. The annual schedule of regular public meetings and board meetings, which are open to the public, shall be in writing, posted on the website, published in the newsletter, and e-mailed to the membership throughout the year.

06.         Quorum:  At any meeting, a majority of those persons entitled to vote being present shall constitute a quorum.  A majority vote shall consist of 50 percent of those present and entitled to vote at the meeting, except as otherwise provided by law or in these bylaws.

7.      COMMITTEES:  The Board of Directors may create such committees as it deems wise to have.  The President shall appoint persons to chair and serve on those committees, including persons who are not Directors of the Corporation.  All such appointments must be approved by the Board either prior to the appointment or ratified at the next Board meeting.

8.      INDEMNIFICATION:  The Corporation may indemnify Directors, officers, employees and agents of the Corporation to the fullest extent required and permitted by the General Laws of Maryland.

9.      FISCAL YEAR:  The fiscal year of the Corporation shall be from January 1st to December 31st.

10.  ACTION WITHOUT MEETING:  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.

11.  AMENDMENTS:  These Bylaws may be amended by a majority vote of the Board of Directors or the Members provided the proposed amendment(s) has (have) been submitted to the Directors in writing with written notice of the meeting to decide on the proposed amendment(s) at least ten (10) days prior to the meeting date.

We, _________________________, the undersigned, being Officers of the Corporation, hereby certify that the above is a true, complete and accurate copy of the Bylaws as adopted by the Board of Directors on the date below.

CCA President                                    Date

CCA Vice President                            Date

CCA Treasurer                                   Date

CCA Secretary                                    Date

Last amended by vote on February 6, 2007.

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