CONSTITUTION
Maryland Old Line Chapter
Soil & Water Conservation Society, Inc.
Article I: NAME
The name of this organization shall be the Maryland Old Line Chapter of the Soil and Water Conservation Society, Inc.
Article II: OBJECTIVES
The Maryland Old Line Chapter of the Soil and Water Conservation Society, Inc., is organized exclusively for educational and scientific purposes which shall include the following: the objectives of the chapter shall be to promote and advance all phases of the science of conservation of soil and water resources; and to represent, advance and protect the standards of soil, water, plant, wildlife and the related natural resources.
Article III: MEMBERSHIP
Membership in the chapter shall be limited to the following:
a) Regular Membership – Those holding membership of good standing in the SWCS
b) Associate Membership
Article IV: OFFICERS
Section 1. The officers of the Chapter shall consist of President, First Vice President, Second Vice-President, Secretary, and Treasurer.
Section 2. The officers and board members shall be elected annually from the membership and shall perform the duties of their respective offices until their successors are installed. The term of office shall be for one year, except for the Treasurer’s position , which shall be for two years.
Section 3. The President shall have general responsibility for the affairs of the chapter; preside at chapter meetings; shall appoint such committees as the President deems necessary and proper; shall make all appointments to the committees; develop the annual Chapter report, and shall perform all other duties incident to the office.
Section 4. In the absence or disability of the President, the First Vice-President shall perform the duties of the President. The First Vice-President shall assist the President in carrying out all duties of the office of President; and shall have primary responsibility for arranging Chapter meetings.
Section 5. The Second Vice-President shall oversee Chapter membership recruitment, retainment and oversee the Associate membership campaign. The Second Vice-President shall assist the President with special project events as requested.
Section 6. The Treasurer shall be responsible for handling all funds of the chapter; shall submit a financial report at each meeting of the Chapter during his or her term of office and at such other times as may be requested by the President or the Executive Board; and shall perform all other duties incident to the office.
Section 7. The Secretary shall keep minutes of all regular and special meetings of the Chapter and, at the direction of the President, issue notices of all meetings. The Secretary, in the absence of a newsletter editor, shall develop a newsletter at least twice annually and perform all other duties incident to the office. The secretary shall keep current a database containing all current members.
Section 8. A vacancy occurring in one of the offices shall be filled for the unexpired term by a vote of the membership at any meeting of the Chapter. Such election shall be conducted in the manner provided for the regular election of officers.
Section 9. At the discretion of the Board, duties of the officers may be amended as necessary.
Article V: EXECUTIVE BOARD
Section 1. The Chapter shall have a governing body which shall be known as the Executive Board and shall consist of the President, First Vice-President, Second Vice-President, Secretary, Treasurer, and two elective members, each of whom shall be a member in good standing; and the immediate past President of the Chapter.
Section 2. The President of the Chapter, and in the absence or disability of the President, the First Vice-President shall preside at meetings of the Executive Board
Section 3. The Secretary of the Chapter shall act as Secretary of the Executive Board.
Section 4. The Executive Board shall have such powers and shall perform such duties as may be prescribed by this Constitution, amendments thereto, and any By-Laws which may be adopted.
Section 5. The eight (8) member Executive Board shall serve as the governing body.
Article VI: MEETINGS
Section 1. The Chapter shall hold two (2) annual meetings, one in the spring and one in the fall, and such other meetings as may be provided in the By-Laws or determined by the Executive Board.
Section 2. Ten members in good standing shall constitute a quorum for the transaction of business at meetings of the Chapter.
Section 3. The concurrence of a majority of the Executive Board members shall be required as a quorum for the determination of any matter within the scope of the Board.
Article VII: CONSISTENCY
Anything contained in this Constitution or in any By-Laws adopted by the Chapter deemed to be in conflict with the rules and regulations set out in the Internal Revenue Code for recognition of organizations for tax exemption as provided in the Articles of Incorporation or with the Constitution of the Soil and Water Conservation Society, Inc. or any provision thereof shall be void and of no effect.
Article VIII: DURATION AND DISSOLUTION
The duration of the Corporation shall be perpetual. Action to dissolve the Corporation may be initiated by a majority vote of the members of the Executive Board present at any meeting of the Board. The action may be ratified by a two thirds vote of the membership voting, provided such proposals shall have been submitted to all current voting members at least thirty (30) days prior to the date set by the Board for the counting of the ballots. Only then shall the Corporation be declared dissolved. Upon the dissolution of the Corporation, the Board shall after paying or making provisions for the payment of all the liabilities of the Chapter, dispose of all assets of the chapter exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or organizations organized under Section 501(c )(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law). First consideration shall be given to turning the assets over the Soil and Water Conservation Society, Inc.
Article IX: USE OF EARNINGS AND ACTIVITES
No part of the net earnings of the Chapter shall insure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Chapter 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 II. No substantial part of the activities of the Chapter shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Chapter shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Chapter shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law), or (b) a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law).
Article X: AMENDMENTS
The Constitution may be amended by a two-thirds vote of the membership voting, provided that such proposed amendments shall have been submitted to all of the current voting membership at least (30) days prior to the date set by the Board for counting the ballots. An amendment, unless the same otherwise provides, shall become effective immediately upon its adoption.
Article XI: EFFECTIVE DATE
The Constitution was adopted by vote of the membership at a Chapter meeting in June, 1955.
Amended by unanimous vote on April 9, 1992
Certified & Signed By:
Christoph M. Gross, President
Jennifer McGahan, Vice President
Daniel Bard, Secretary