Foundation Bylaws

The purposes of this organization shall be:

There shall be two (2) classes of membership in this corpora­tion: individual membership and corporate membership.

The voting members of the Corporation shall be the individu­als or corporations who have made a direct financial contribution within the fiscal year. Each voting member shall be entitled to one vote on each matter submitted to a vote of the voting mem­bers. Voting membership is not transferable or assignable.

Any business entity, whether legally organized and operated as a corporation, a partnership, a proprietorship or otherwise, may apply for corporate membership in this Corporation. Upon acceptance of such application by the Board of Directors and donation as required for the category of membership for which application is made, such applicant shall become a corporate member of this Corporation. The Board of Directors may establish categories of corporate membership and shall establish from time to time the amount of direct financial contribution and other requirements applicable to such type of membership and to each category thereof. The Board of Directors shall be entitled to reject any application for such membership subject to standards for acceptance or rejection as shall be established by the Board provided, however, that such acceptance or rejection shall not be based upon race, color, creed, national origin, or sex.

The annual membership meeting of this organization shall be held in conjunction with the annual meeting of the Maryland Academy of Family Physicians every year. The secretary shall cause to be mailed to every member in good standing at his or her, address as it appears in the membership roll book of this organization a notice announcing the time and place of such annual meeting.

Special membership meetings of this organization may be called by 1) its president (or in the event of the president’s unavailability the next available officer in the line of succes­sion as established elsewhere in these By—Laws), 2) at the writ­ten request of five (5) members of the Board of Directors or 3) 10% of the membership of the organization when it is deemed to be in the best interest of the organization. At least 14 days before the scheduled date set for such special meeting the secre­tary shall cause to be mailed a notice of such meeting to all members at their addresses as they appear in the membership roll book. Such notice shall state the reason that such meeting has been called, the business to be transacted at such meeting, and by whom called.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

The business of this organization shall be managed by a Board of Directors consisting of 15 elected members (including the president, vice—president, secretary and treasurer of this organization) of which at least two (2) shall be current officers of the Maryland Academy of Family Physicians. Of the 15 elected members of the Board of Directors of this organization, a minimum of eight (8) must be physicians who are active members of the Maryland Academy of Family Physicians.

Directors shall be elected by majority vote of the members present at this organization’s annual meeting.

Each director (except the president, vice—president, secre­tary and treasurer) shall serve a term of three years and at least one—third of the directors shall be (re—)elected each year. However, in the initial election of the directors upon adoption of these amendments to the Bylaws, one—third of the directors shall be elected for a one year term, one—third for a two year term and one—third for a three year term. In such election, and any subsequent occasion when there may be held elections to fill an unexpired term, the voting members shall designate which of the directors they elect shall serve terms shorter than the regular three year term.

The Board of Directors shall have the control of and be responsible for the management of the affairs and business of this organization. Such Board of Directors shall act in the name of this organization whenever it shall be convened by its chairman and after due notice of such meeting has been given to all the directors in the manner prescribed elsewhere in these bylaws.

Regular meetings of the Board of Directors of this organiza­tion shall be held at least quarterly. These shall be announced to the Board Members not less than 14 days prior to the date scheduled for the meeting.

The presence of not less than 50% of its members shall constitute a quorum of the Board and shall be necessary to conduct the business of this organization. In the event a quorum is not present, the meeting must be rescheduled to occur within four weeks of the originally scheduled meeting, and the secretary shall cause a notice of this rescheduled meeting to be sent to all members of the Board.

Each director present shall have one vote; voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meetings may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled until the next general election by a vote of the majority of the Board of Directors.

The president of this organization shall be elected by a majority vote of the membership. The executive director of the Maryland Academy of Family Physicians shall be secretary of this organization.

A director may be removed for sufficient cause. The Board of Directors may entertain charges against any director. A direc­tor so charged may be represented by counsel. The Board of Directors shall adopt such rules as it may in its discretion consider necessary in the best interest of the organization for this hearing.

At all meetings all votes may be taken in any acceptable manner. For the election of officers ballots shall be provided, and there shall not appear on such ballot any mark or marking that might tend to indicate the person who cast such ballot. Except for the office of secretary, election of officers shall be by simple majority.

At any regular or special meeting, if a majority so re­quires, any question may be voted in the manner and style provid­ed for election of officers and directors. At all votes by ballot the chairman of such meeting shall, immediately prior to the commencement of balloting, appoint a committee of three (3) from among the Board members who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the chairman the results of the election, and the certified copy shall be affixed to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

At least ninety (90) days prior to the annual meeting, the president shall appoint a nomination committee. The committee’s duty shall be to present nominations for the following offices:

A. for a tern of one year, a president, vice president and treas­urer,
B. for a term of three years, directors as provided in Article Five.

Election shall be by a majority vote of members present and voting at the annual meeting.

The officers of the organization shall be as follows:

President
Vice President
Secretary
Treasurer

The president shall preside at all membership meetings; serve as chairman of the Board of Directors; present at each annual meeting of the organization an annual report of the activities and accomplishments of the organization; appoint the members of all committees, temporary or permanent; see that all books, reports and certificates as required by law are properly kept or filed; be one of the officers who may sign the checks or drafts of the organization; and have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The vice president shall, in the event of the absence or inability of the president to exercise his or her office, become acting president of the organization with all the rights, privileges and powers as if he or she had been the duly elected president.

Should both the president and the vice president be absent or otherwise unable to exercise their official duties, the treas­urer shall become acting president of the organization with all the rights, privileges and powers as if s/he had been the duly elected president.

The secretary shall keep the minutes and records of the organization in an appropriate manner; file any certificate required by statute, federal or state; serve all notices to members of the organization; be the official custodian of the records and seal of the organization; be one of the officers who may sign the checks and drafts of the organization; present to the membership at any meeting all communication addressed to the secretary of the organization; attend to all correspondence of the organization; and exercise all duties incident to the office of secretary.

The treasurer shall have responsibility for the care and custody of all monies and securities belonging to the organiza­tion; and be one of the officers who may sign checks or drafts of the organization. The treasurer shall render, at intervals determined by the Board of Directors, a written account of the finances of the organization which report shall be physically affixed to the minutes of that meeting of the Board of Directors; and shall exercise all duties incident to the office of treasur­er.

Officers shall by virtue of their office be members of the Board of Directors.

No officer or director shall for reason of the office be entitled to receive any salary compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than those ordinarily required of a director or officer.

The Board of Directors shall hire and fix the compensation of any and all employees which they, in their discretion, determine to be necessary in the conduct of the business of the organization.

The permanent committees of this organization shall be:

Education
Research
Development
Finance
Nominating

All other committees of this organization shall be created by the president. The term of office of all committee members shall be for a period of one year unless terminated by the action of the president or the Board by a majority vote.

These Bylaws may be amended by an affirmative vote of not less than two—thirds of the members present and voting at the annual meeting.

Revised 11/5/94