Bylaws_Chapter_Bylaws_approved_June_2014

Bylaws of the MD/DC Chapter Eastern Region APPA:
The Association of Higher Education Facilities Officers, Inc.

Revised & Approved by Membership (10-19-2012) Revised & Approval by Membership (06-19-2014)

ARTICLE I PURPOSE

SECTION A – Purpose
The purpose of the MD/DC Chapter Eastern Region of APPA, hereafter referred to as Chapter, shall be to develop and plan in the administration, care, operation and maintenance of education facilities; to promote professional ideas and standards to better serve the objectives of education; to promote the exchange of information on all phases of educational facilities planning, design, construction, maintenance and operation, particularly with reference to problems of special interest to institutions located in the region and to engage in such other related activities as may be desirable or required to fulfill the purpose and objectives of the organization.

1. To supplement and assist in the work of APPA: Leadership in Educational Facilities hereinafter referred to as APPA, in the Eastern Region.

2. To schedule, plan and conduct educational meetings of such type and format as may be necessary and desirable to promote and achieve the above purpose.

SECTION B – Organization

The Chapter is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501 (C) (3) and 170 (C) (2) (B) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal revenue law). No part of the net earnings of the organization shall insure to the benefit of, or be distributable to, organized and operated for profit (except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose stated above). No part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, or the publishing or distributing of statements for any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision herein, the organization shall not carry on any activities not permitted to be carried on:

By an organization exempt from federal income tax under Section 501 (a) of the Internal Revenue Code of 1954 as an organization described in Section 501 (c) (3) of such code (or the corresponding provisions of any future United States internal revenue law).

By an organization described in Sections 509 (a) (1), (2) or (3) of the Internal Revenue Code of 1954 (or ft corresponding provisions of any future United States Internal revenue law), and

By an organization, contributions to which are deductible under sections 170 (c) (2), 2055 (a) (2), or 25522 (a) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law).

ARTICLE II MEMBERSHIP

SECTION A- Eligibility for Membership

Attendance at a regular meeting and payment of the registration fee or any special assessment voted on by the Chapter Board members constitutes membership in the Chapter.

1. Members who have been dropped from membership rolls may be reinstated by vote of the Board of Directors after due investigation, payment of such assessments as may be applicable, and fulfillment of all preceding prerequisites.

2. There shall be no limitation on the number of attendees from an institution. Representatives not eligible for membership may be welcomed as guests.

3. The institutions represented at the organizing meeting at Howard University, on January 22, 1970, “will be carried on the rolls as Charter members in perpetuity.”

CHARTER MEMBERS

Allegheny Community College (renamed Allegheny College) Johns Hopkins University
American University
Maryland University (renamed University of Maryland College Park)
Catonsville Community College (renamed Community College of Baltimore County Catonsville Campus)
Maryland State College (renamed University of Maryland Eastern Shore) Coppin State College (renamed Coppin State University)
Morgan State College (renamed Morgan State University)
Federal City College (renamed University of the District of Columbia) Prince George’s Community College
Gallaudet College (renamed Gallaudet University) St. Josephs College
Georgetown University Washington College Howard University
Western Maryland College (renamed McDaniel College)

SECTION B – Classification of Membership

The organization is to be divided into two classes of members; (1) members possessing voting rights, and (2) members without voting rights.

1. Voting Members Shall Consist of:

a. Educational institutions located in Maryland and the District of Columbia shall designate a regular full time employee to be the institutional representative. Each institutional representative may designate a qualified proxy voter. Such institutional representatives are entitled to hold office.

b. Affiliate institutions located in Maryland and the District of Columbia shall designate a regular full-time employee to be the representative voting member. Affiliate Members shall consist of hospital systems, nonprofit institutions and organizations, including governmental or quasi-governmental agencies. Such affiliate institutional representatives are entitled to hold office. Each designated representative is entitled to one vote in conducting the business of the Chapter. The representative or designated proxy will cast one vote. Proxy can only be designated to another voting member.

2. Non-voting Members shall consist of:

a. Subscribing members shall be individuals, organizations, manufacturers, or suppliers of goods and services operating for profit and ascribing to the policies and purposes of the Chapter and wishing to support the activities of the Chapter subject to approval of the Board of Directors. This category of membership shall not be considered as endorsement, actual or implied.

b. The Board of Directors may grant emeritus status to any member who upon retirement has demonstrated interest and support.

c. Associate members shall be physical facilities professionals, administrative or supervisory personnel employed at member institutions of education thereof who shall meet any additional criteria as may be prescribed in the organization’s bylaws. Such associate members are entitled to hold office.

ARTICLE III BOARD OF DIRECTORS

SECTION A

1. The Board of Directors shall consist of President, Past President, President-Elect, Secretary, Treasurer, Permanent Director, two First Term Directors, two Second Term Directors, and two Third Term Directors. A quorum shall consist of six (6) members.

2. The Board of Directors shall be the policy determining body. It shall investigate and rule on all questions of membership. It shall authorize expenditures from the funds held by the Treasurer. The Board shall approve programs, the site, dates and registration fee for all meetings.

3. Four elected positions may be filled at the Fall Meeting; President-Elect, Secretary or Treasurer, and two first Term Directors.

4. The Board may designate such positions as may be deemed appropriate to carry out the purpose and activities. Appointees to such positions may sit with the Board by invitation, but shall not be entitled to vote.

5. A member in good standing shall be defined as having attended four of the scheduled Board and Chapter meetings during their term of office.

6. A member of the Board who misses three consecutive meetings may be removed from the Board following a majority vote of the remaining Board members.

7. The position of Permanent Director shall be filled at all times by the Executive Vice President of APPA: Leadership in Educational Facilities. This is a nonvoting/non-elected position, required for incorporation of the Chapter.

SECTION B – Election and Terms of Office

The Board of Directors shall be elected at the Fall Meeting by a majority of the Voting Member Institutions and Affiliate Institutions present. They shall serve to the conclusion of their elected term or until their successors have been elected and bonded.

SECTION C – Duties and Powers

1. President

a. The President- Elect shall automatically become President after serving the preceding year as President- Elect. Shall serve a term of one year, provided still a member in good standing.

b. Powers and Duties:

1) Shall be the executive officer and be responsible for the general supervision and direction of the affairs of the Chapter and shall preside at all meetings.

2) Shall be responsible to lead the Board of Directors in overseeing Chapter activities such as: professional development, maintaining website, updating mailing list, and any other administrative or Chapter duty.

3) Shall have the authority to appoint committees to the Chapter not otherwise provided for; and shall advise the Board of Directors of the appointments.

4) Shall, in the event of a vacancy among the officers, with concurrence of a majority of the remaining Board members, appoint a replacement. Notice of such appointments shall be given to all Board members in writing.

5) Shall be authorized to spend up to $500.00 during their term of office without prior approval from the Board.

6) Shall be authorized to disburse funds for normal operating expenses as required.

7) Shall be bonded for the term of office with the cost of such insurance coverage being the responsibility of the Chapter.

8) Shall be a member of the ERAPPA nominating committee.

9) Shall be the Chapter representative to the ERAPPA Chapter Affairs Committee.

10) Shall appoint representatives to serve on the various ERAPPA committees.

2. President-Elect

a. Shall be elected from the offices of Secretary, Treasurer, Third Term Directors, and/or any Institutional Member, Affiliate Member or Associate Member in good standing who has previously served at least three years on the Chapter’s Board of Directors. The President-Elect shall serve a term of one year, provided still a member in good standing.

b. Powers and Duties:

1) Shall accept the Office of President following term of office as President-Elect

2) Shall chair the Bylaws Committee

3) Shall, in the absence of the President, perform the duties of the President as herein stated

4) Shall, in the event of a vacancy in the Office of the President and the Past President is unable to serve as President, then shall serve as President to serve out the unexpired term followed by their standard one year term as President.

5) Shall be responsible for obtaining APPA & ERAPPA Committee reports for Chapter meetings

6) Shall perform duties as assigned by the President

3. Secretary

a. Shall be elected from the current Third Term Directors, the incumbent in odd numbered years, or from any Institutional Member, Affiliate Member or Associate Member in good standing who has previously served at least three years on the Chapter’s Board of Directors provided still a member in good standing. Shall serve a term of two years, may be re-elected to serve more than one term, not to exceed two consecutive terms

b. Powers and Duties:

1) Shall record and maintain the minutes of the Chapter and Board of Directors meetings

2) Shall be responsible for all records and shall serve as the Chapter Historian. Records shall include membership files, emeritus members and related information

3) Shall be responsible for conducting the correspondence for the Chapter and maintains adequate stock of stationery and certificates

4) Shall report Chapter information to ERAPPA

5) Shall perform duties as assigned by the President

4. Treasurer

a. Shall be elected from the incumbent, Third Term Directors in even numbered years, or from any Institutional Member, Affiliate Member or Associate Member in good standing who has previously served at least three years on the Chapter’s Board of Directors provided still a member in good standing and eligible to be bonded. Shall serve a term of two years and may be re-elected to serve more than one term not to exceed two consecutive terms.

b. Powers and Duties:

1) Shall receive and account for all funds collected or due the Chapter

2) Shall disburse all funds or expenditures as authorized by the President or the Board of Directors

3) Shall be authorized to disburse funds for normal operating expenses as required

4) Shall render an itemized, written report of revenues and expenses at the fall meeting

5) Shall be bonded for the term of office with the cost of such insurance coverage being the responsibility of the Chapter

6) Shall perform duties as assigned by the President

5. Third Term Director

a. Shall be appointed from the current Second Term Directors provided still a member in good standing. Shall serve a term of one year.

b. Power and Duties:

1) Shall perform duties as assigned by the President

2) Shall participate on Scholarship Committee to select recipients of MD/DC APPA scholarships

6. Second Term Director

a. Shall be appointed from the current First Term Directors provided still a member in good standing. Shall serve a term of one year.

b. Power and Duties:

1) Shall perform duties as assigned by the President

2) Shall participate on the Bylaws committee to perform annual review and update

3) Shall, with the Past President, conduct audits of the Chapter’s finances

7. First Term Director

a. Shall be elected from the membership each year at the Fall Meeting, with the intention to serve a minimum of three years on the Board. Candidates must meet the eligibility requirements. Shall serve a term of one year and shall progress to second and third term directorships.

b. Power and Duties:

1) Shall perform duties as assigned by the President

2) Shall tally votes at the annual election

8. Past President

a. At the conclusion of their term as President, they shall automatically assume the position of Past President for a term of one year, provided they are still a member in good standing.

b. Powers and Duties:

1) Shall perform duties as assigned by the President.

2) Shall chair the Nominating and Scholarship committees.

3) Shall conduct, with the Second Term Directors, audits of the Chapter’s finances, at least on an annual basis.

4) Shall, in the event of a vacancy in the Office of the President, serve as President to serve out the remaining term of the President.

ARTICLE IV COMMITTEES

SECTION A

Committees shall be appointed by the President for such duties as may be directed by the members, the Board, or the President, for the proper conduct of the affairs of the Chapter. Standing committees shall include the Nominating Committee, Scholarship and Bylaws Committee.

1. Nominating Committee

a. Shall be convened by the immediate Past President not less than two months prior to the fall meeting to provide a slate of candidates for election to office.

b. Shall be chaired by immediate Past President and consist of two or more Past Presidents. No person running for an elected office may serve on the Nominating Committee.

c. Shall present a slate of officers to the Board of Directors for positions to be filled no later then 30 days before the scheduled elections.

d. Shall run the election of officers in accordance with these bylaws and shall be the sole decision making authority concerning the procedures of the election process.

2. Scholarship Committee

a. Shall select the recipients of scholarships given by the chapter each year to individuals who show potential for advancement within the facilities management profession. The scholarships may be used for the APPA Institute, Leadership Academy, Supervisor’s Toolkit, or the Educational Facilities Professional (EFP) Preparatory Course. All scholarships will be for tuition only, unless otherwise designated by the Board.

b. Committee members shall consist of Third Term Directors and be chaired by the immediate Past President.

c. The scholarship recipients shall be notified in writing by the committee chair.

4. Bylaws Committee

a. Shall annually review and recommend revisions for consideration by the membership

b. Shall consist of Second Term Directors and be chaired by the President-Elect

ARTICLE V AWARDS

1. Certificates

If it is so determined, the Board of Directors may award a suitably engraved “George O. Weber Distinguished Service Certificate.” Not more than one Distinguished Service Certificate may be awarded in any one fiscal year. Awards shall be made at the Fall Meeting.

2. Letter of Appreciation

A Letter of Appreciation may be awarded by the Board of Directors for services and contributions to the professions associated with educational facilities or significant contributions to the Chapter, ERAPPA or APPA.

ARTICLE VI MEETINGS

1. Scheduling

Decisions on all matters relating to meeting shall rest with the Board of Directors. Meetings of the membership shall be held to transact business, conduct educational sessions and at such additional times as the Board of Directors may determine. Meetings shall be scheduled and locations announced in advance. The meeting sites will be rotated through the Chapter area.

2. Registration Fees

A registration fee as determined by the Board of Directors shall be required from each person attending.

3. Rules of Order

Parliamentary rules, as stated in “Robert’s Rules of Order,” shall govern the procedures of all meetings.

4. Elections

Election of officers will take place at the Fall Meeting.

ARTICLE VII AMENDMENTS

A notice to amend these Bylaws, with copies of the proposed amendment, shall be provided to voting members not less than thirty days prior to the date of the vote. These Bylaws may be amended, altered, changed, added to, deleted from, or repealed by the affirmative vote of the majority of voting members in attendance.

ARTICLE VIII FISCAL YEAR

The fiscal year shall be from July 1 through June 30.

ARTICLE IX ANNUAL REPORTS

The President shall cause to be prepared and filed such annual reports and tax returns as are required by law.

ARTICLE X DISSOLUTION

In the event of dissolution or final liquidation of the Chapter, the Board of Directors shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Chapter distribute all the assets of the Chapter to one or more of the following categories of recipients.

1. A nonprofit organization and/or organization which may have been created to succeed the Chapter, as long as such organization or each of such organizations shall then qualify

as a governmental unit section 270 (c) of the Internal Revenue Code of 1954 or as an organization exempt form federal income taxation under section 50 I (a) or such code as an organization described in section 501 (c) (3) of such Code; and/or

2. A nonprofit organization and/or organization having similar aims and objects of Chapter and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 270 (c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 502 (a) of such Code as an organization described in section 502 (c) (3) of such Code.