Chesapeake GB Maryland, Inc. Bylaws
ARTICLE I
Name
The name of this organization shall be the Chesapeake GB Maryland. This organization shall also be identified as “The Chesapeake Ghostbusters” or by the acronym “(CGB) “, and may be referred to in these by-laws simply as the “CGB” or “Chesapeake Ghostbusters”. The principal office of the corporation shall be located at the address or Post Office Box of its then current Chairman of the Board of Directors.
The corporation may have other offices and may conduct its business at such other locations as the Board of Directors may determine from time to time. In the event the chairman of the Board of Directors is not a resident of Maryland, a Maryland resident will be appointed from among the Directors as the agent.
ARTICLE II
Mission Statement
Chesapeake Ghostbusters is a fan group of the Ghostbusters franchise and will help our fellow community institutions in their fundraising needs while fostering goodwill within our organization and throughout the Chesapeake region, being good stewards of the Ghostbusters franchise and intellectual property.
ARTICLE III
Purposes and Objectives
In following the thrust of our Mission Statement, the Chesapeake Ghostbusters shall promote an interest in our community in its fundraising needs. CGB is a volunteer-based organization that contributes to the community via costume-related events as well as through contributions of time to support community and volunteer-based events in Maryland and the Chesapeake Bay geographic region of the United States.
Section A, The Chesapeake Ghostbusters is formed and shall be operated exclusively for “charitable” purposes as those terms are defined within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future Internal Revenue Law of the United States) as now enacted or may be hereafter amended (“Code”). The primary mission is to promote charitable endeavors and foster good will. .
Section B, Private Inurement. No part of the net earnings of the Chesapeake Ghostbusters shall inure, directly or indirectly, to the benefit of any private person or individual; and no Director or officer of the CGB shall receive any pecuniary benefit of any kind except reasonable compensation for services actually rendered to the CGB in effecting its corporate purposes. No substantial part of the activities of the CGB shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the CGB participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
Section C, Liquidation. In the event the Chesapeake Ghostbusters is dissolved and liquidated, the Board shall, after paying or making provision for payment of all the liabilities of the Chesapeake Ghostbusters, distribute its remaining assets to one or more organizations described in Section 501(c)(3) of the Code and Section 170(b)(1)(A) of the Code (and who have been so described for a period of at least sixty (60) months prior thereto, exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code. Any of the property or assets not so distributed shall be distributed by the Court of Common Pleas for the County in which the principal office of the Chesapeake Ghostbusters is located to one or more organizations so described for such purposes.
Section D, Private Foundation Restrictions. For any period in which the Chesapeake Ghostbusters is determined to be a private foundation within the meaning of Section 509 of the Code:
(a) The Association may not merge or consolidate with any corporation or other entity which is not an exempt organization described in Code Section 501(c)(3) and Section 170(b)(1)(A) (other than clauses (vii) and (viii) and which has not been in existence and so described for a continuous period of at least sixty (60) calendar months.
ARTICLE IV
Relationship to Sony Pictures and Ghost Corp, Inc.
The Chesapeake Ghostbusters has no official relationship to Sony Pictures or Ghost Corp, Inc. The 5 Officers of Chesapeake Ghostbusters agree to encourage all members to be familiar with the works of the Ghostbusters franchise produced by Sony Pictures and Ghost Corp, Inc. Sony Pictures and Ghost Corp Inc hold all appropriate trademarks and copyrights and its Board of Directors shall have no legal or financial responsibility in the affairs of the Chesapeake Ghostbusters or its Board of Directors.
ARTICLE V
Membership
Section A, Qualifications: Regular Membership shall be open to all persons eighteen (18) years of age or older. Membership shall be contingent upon conforming to the guidelines and the payment of dues as provided for in the Chesapeake Ghostbusters Code of Conduct.
Section B, Categories of Membership: The Chesapeake Ghostbusters shall have the following categories of membership:
- Member is any one person who has been approved by the Board of Directors and participated in 4 CGB events within the calendar year after their initial induction as a member.
- Associate Member is any person under the age of eighteen (18) years, or any individual designated by the Board of Directors at a duly organized meeting, and voted by ¾ majority vote by those present to attain that category. Associate Members shall be entitled to all privileges of regular members, except the right to vote or hold office.
- Honorary Member is any individual nominated by a Board Member or Chesapeake Ghostbusters member that has contributed to the Chesapeake Ghostbusters in an exemplary manner. Members nominated for this status will be reviewed at a duly organized Board Meeting, and voted unanimously to attain that category. Honorary Members shall be exempt from the payment of any dues or fees, and shall be entitled to all privileges of regular members, except the right to vote or hold office.
Section C, Removal of Member: Removal of any member may be accomplished by a majority vote of the full Board of Directors.
ARTICLE VI
Dues
Section A, Annual Dues: All members shall pay dues as recommended by the Board of Directors and approved by the membership as stated in the Chesapeake Ghostbusters Code of Conduct. Dues for members joining during the year shall be pro-rated semi-annually.
Section B, Renewal Dues: Will be due on May 1st and payable no later than the last day of June. Members who do not pay their dues prior to the June 30th deadline shall be considered to have dropped their membership. Such persons must pay their full annual dues in order to reinstate their membership for the current year. Exceptions to the above may be considered by the Board of Directors should extenuating circumstances be present.
ARTICLE VII
Fiscal Year
The fiscal year of the Chesapeake Ghostbusters shall be July 1 through June 30, and may be changed by the Board of Directors if such change will benefit the Chesapeake Ghostbusters.
ARTICLE VIII
Meetings
Section A, Monthly Meetings: Regular meetings of the Chesapeake Ghostbusters shall be held on the third Thursday of the Month, or at alternative times, with the time and location determined by the Board of Directors and announced in the newsletter, email or by direct mail, or other means of digital communications.
Section B, Special Meetings: Special meetings may be called by the Chesapeake Ghostbusters’s Board of Directors. Also, upon written request of 20% of the Chesapeake Ghostbusters’s membership, the Board of Directors shall call a meeting to discuss a specific subject. Notice of a “Special Meeting” shall be published in the Chesapeake Ghostbusters’s newsletter, or by separate email or direct mail letter or other means of digital communications , at least one week prior to the date of the meeting. This notice will show the date, time, and place of the meeting, and will include a proposed agenda.
Section C. Quorum: The presence in person, or by proxy, of 25% of members of the Chesapeake Ghostbusters, or 51% of the board in the case of a Board of Directors meeting or vote entitled to vote shall be necessary to constitute a quorum for the transaction of business. Members are entitled to vote only if current dues have been paid and are in good standing as per the Chesapeake Ghostbusters Code of Conduct.
Section D: Proxies: Every member of the Chesapeake Ghostbusters entitled to vote at any regular meeting may vote in proxy. A proxy shall be in writing and is revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after one meeting, from the date of its execution.
ARTICLE IX
Board of Directors
Section A, Powers: The Board of Directors shall be the governing body of Chesapeake Ghostbusters, and shall have all powers necessary to conduct the business, which are consistent with these By-Laws. The Board of Directors shall nominate Directors, Officers, and appoint committees and special positions as may be required. The Board of Directors shall also have the power to abolish any committee or special position.
Section B, Number and Manner of Election: The Board of Directors shall consist of four (4) Executive Officers and no less than one (1) elected at-large Director, plus no less than one (1) Ex Officio advisor elected by the Executive Officers. The Board of Directors will determine the number of Directors desirable and select a slate of nominees in writing, present it to the membership at the May meeting, and accept any floor nominations at that time. Elections will be conducted at the June meeting with newly elected Directors assuming duties on July 1st, Election will be by a simple majority of votes cast by the membership present.
Section C, Terms of Office: Elected Directors shall serve for terms of two years. No Director may serve more than two complete consecutive terms. Terms of the elected Directors should be staggered to maintain some degree of continuity within the Chesapeake Ghostbusters organization. Arrangement of terms will be coordinated by the currently serving Directors. The Secretary will record the term of each Director and advise the Board which Directors Term expires each year. Chesapeake Ghostbusters Chairman and Secretary will be elected in even years and Co-Chairman and Treasurer in odd years. As other positions are filled, they will follow the same convention.
Section D, Meetings of the Board: A regular meeting of the Board of Directors shall be held within 30 days of the annual election of Officers and Directors. The Chairman may, when he or she deems necessary, or the Secretary shall, at the request in writing of three (3) members of the Board, issue a call for a special meeting of the Board, at least ten (10) days before the appointed date for the meeting. Due to distances involving considerable travel, special meeting items and related decisions requiring Board approval, may be accomplished via email or direct mail. Proposals must be clearly stated, and responses returned to a designated member of the Board of Directors within seven (7) days.
Section E, Quorum: In regular meetings, a simple majority of Directors present will constitute a quorum. In email ballots (decisions), a majority of Directors currently in office will be required to determine an affirmative vote.
Section F, Vacancies: Whenever any vacancy occurs on the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot by the remaining members of the Board of Directors at a regular Board meeting, or at a special meeting which shall be called for that purpose. The election shall be held as soon as possible, but no later than sixty (60) days after the occurrence of the vacancy. The person so chosen shall hold office for the remainder of the term of the Director he or she replaces.
Section G, Removal of Directors: Any one or more of the Directors may be removed with just cause, at any time, by a vote of two-thirds of the members present at any special meeting called for that purpose.
ARTICLE X
Officers
Section A, Number: The Executive officers of the Chesapeake Ghostbusters shall consist of a Chairman, a Co-Chairman, a Secretary, and a Treasurer. These Officers shall serve on, and be included in the Board of Directors. At the discretion of the Board of Directors, the positions of Secretary and Treasurer may be combined.
Section B, Method of Election: The Officers (3 or 4) shall be elected at the June meeting, and shall serve for terms of two years. A slate of Officers shall be developed by the Board of Directors in April, presented to the membership at the May meeting, and combined with any nominations from the floor at that time. The election of Officers will take place at the June meeting with the newly elected Officers assuming full duties on July 1st. Elections will be by a simple majority of votes cast by the membership present.
Section C, Duties of Officers: The duties and powers of the Officers of the Chesapeake Ghostbusters shall be as follows:
CHAIRMAN- The Chairman shall be the chief executive officer of the Chesapeake Ghostbusters; shall chair all meetings of the Board of Directors, and regular monthly meetings of the Chesapeake Ghostbusters; shall be authorized to make deposits and withdrawals of the Chesapeake Ghostbusters’s funds for Chesapeake Ghostbusters purposes; and shall have the power to enter into and sign contracts in the name of the Chesapeake Ghostbusters whenever such contracts are authorized by the Board of Directors. The Chairman shall have the authority to make committee appointments, and will coordinate the appointment and actions of an Audit Committee, as required.
Co-Chairman- In the absence or delegation of the Chairman, or of his or her inability from any cause to act, the Co-Chairman shall perform the duties of the Office of the Chairman.
SECRETARY- The Secretary shall attend and keep minutes of all meetings of the Chesapeake Ghostbusters, its Officers, and its Board of Directors. The Secretary shall conduct all correspondence and carry into execution all orders, votes, and resolutions not otherwise committed; shall keep a list of the members of the Chesapeake Ghostbusters; shall notify the Officers and members of their appointment to committees; and shall maintain a list of the expiration date of each Director’s term of office. In the case of absence or disability of the Secretary, the Chairman may appoint a Secretary Pro Tem.
TREASURER- The Treasurer shall be responsible for handling, depositing, and accounting of all funds of the Chesapeake Ghostbusters, and shall provide a quarterly report to the Board of Directors of all receipts, disbursements, and monies on deposit.
Section D, Bond of Chairman & Treasurer: The Board of Directors may require that the Chairman and Treasurer give a surety bond in an amount determined by the Board of Directors. A validated copy of the surety bond shall be presented to the Board of Directors prior to assuming the handling of the assets and specifically his or her signing of any checks. The cost of the surety bond will be paid for by the Chesapeake Ghostbusters.
ARTICLE XI
Equipment and supplies
The Board of Directors shall coordinate the acquisition of all equipment, and shall regulate and/or restrict the use of any equipment and supplies belonging to the Chesapeake Ghostbusters. Deaccessioning of equipment shall be in accordance with Article 1, Section D to all means possible. If that is not practical, sale or auction of equipment and supplies shall be open to the public.
ARTICLE XII
Amendments
These By-Laws may be amended from time to time by the membership. Such action shall be preceded by giving all Chesapeake Ghostbusters members ten (10) days prior notice of the meeting at which such amendments will be considered, and all provisions for proxies and mail in ballots shall have been given. Corrections and clarifications made to these By-Laws shall not be considered as amendments. The bylaws shall be amended by a three quarters majority vote of the Chesapeake Ghostbusters membership.
ARTICLE XIII
Indemnification
Each person who has been, now is or shall hereafter be a member of the Board of Directors, an Officer, or committee member of the Chesapeake Ghostbusters, shall be indemnified by the Chesapeake Ghostbusters to the extent of its treasury funds and as permitted by law against all expenses reasonably incurred by him or her in connection with any action, suit, proceedings or the settlement or compromise thereof, or payment of any judgment or fine resulting therefrom in which he or she may become involved by reason of any action taken or omitted by him or her provided that such action was taken or omitted in good faith for the Chesapeake Ghostbusters.
ARTICLE XIV
Rules of Order
The meetings of the Chesapeake Ghostbusters shall be conducted in accordance with Robert’s Rules of Order.
ARTICLE XV
Conflicts of Interest
Section A, Purpose: The purpose of the conflict of interest policy is to protect CGB interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of CGB or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section B, Definitions:
1.) Interested Persons: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.) Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family (a) an ownership or investment interest in any entity with which CGB has a transaction or arrangement, (b) a compensation arrangement with CGB or with any entity or individual with which CGB has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CGB is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section C, Paragraph 2 of this Article, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists. The CGB will only enter agreements with an Interested Person if the agreement is at cost or within industry average profit.
Section C, Procedures:
1.) Duty to Disclose, In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2.) Determining Whether a Conflict of Interest Exists, After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3) Procedures for addressing the conflict of Interest,
a.) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b.) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c.) After exercising due diligence, the governing board or committee shall determine whether CGB can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. ) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in CGB’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4.) Violations of the Conflict of Interest Policy, If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section D, Records of Proceedings: The minutes of the governing board and all committees with board delegated powers shall contain (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed; and (b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings,
Section E, Compensation: A voting member of the governing board who receives compensation, directly or indirectly, from CGB for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CGB for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CGB, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section F, Annual Statements: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person (a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy,(c) has agreed to comply with the policy, and (d) understands that CGB is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section G, Periodic Reviews: To ensure CGB operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax- exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and (b) whether partnerships, joint ventures, and arrangements with management organizations conform to CGB written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section H, Use of outside Experts: When conducting the periodic reviews provided for in Section G, CGB may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted
ARTICLE XVI
Prohibited Activities
CGB was formed for charitable and educational purposes as set forth in Articles II and III of these By-Laws. Thus, CGB recognizes that it is prohibited from undertaking activities which impermissibly benefit private interests. CGB shall not engage in any activities not permitted to be carried on by a corporation exempt from federal income tax under § 501(c)(3) of the Internal Revenue Code.