Section 1: Name. The name of this chapter is The Central Maryland Chapter, herein called the "Chapter". Section 2: Location: The headquarters of the Chapter will be in or near the city of Baltimore, Maryland.
Section 1: General Objectives. The Chapter is a professional organization dedicated to scientific, industrial, and military preparedness for the common defense of the Free world security and peace through the exchange of ideas and information in the field of C4I which include: command, control, communications, computers, and intelligence.
Section 2: Aims and Purposes. The aims and purposes of the Chapter are those set forth in the AFCEA Articles of incorporation and Bylaws, and as covered in Section 1 above. Section 3: Nonprofit Organization. The Chapter is a nonprofit educational, scientific, and patriotic organization. No part of the net earnings of the Chapter will inure to the benefit of, or be distributed to, its members, Directors, Offices, or any other private person.
Section 1: General. Membership in the Chapter is open to all citizens and industrial organizations of the Free World who are members of AFCEA, and are interested in furthering the objectives of AFCEA and the Chapter as set forth in the AFCEA Articles of Incorporation and Bylaws, and the provisions of these Chapter bylaws.
Section 2: Classes of Membership. The classes of membership of the chapter conform to those outlined in the AFCEA bylaws; i.e. Distinguished Life, Life, Regular, Group, Sustaining, Corporate, Honorary, and Student. Only "Members" as defined in the AFCEA bylaws may vote or hold office. Section 3: Non-Discrimination. No person shall be excluded from membership in the Chapter, and no member shall be deliberately discriminated against in the conduct of official Chapter programs because of race, color, marital status, age, religion, national origin, lawful political affiliation, labor organization membership, physical handicap, or sex. Such behavior will not be permitted nor tolerated by the Chapter.
Section 1: Organization. The Chapter is governed by a Board of Directors, Chapter Officers, and an Executive Committee. All Chapter officers and directors must be members of AFCEA during their entire term of office.
Section 2: Board of Directors. The Board of Directors consists of twelve Directors elected from the Chapter membership, the last Past President living in the area, the President, and the Executive Vice President. To provide continuity for Chapter direction, four Directors are elected to three-year terms at each Annual Meeting. The Past President presides at Board of Directors meetings, and takes the office of Chairman of the Board, but may vote only if there is a tie by the Board of Directors. Section 3: Chapter Officers. The Chapter Officers consist of a President, an Executive Vice President, Vice Presidents for Programs, Scientific Education, Membership, and Corporate Affairs, a Secretary, and a Treasurer. Officers are elected to one-year terms at the Annual Meeting. Section 4: Executive Committee. The Executive Committee consists of the Chapter Officers and the last Past President living in the area. The Chapter President presides at Executive Committee meetings.
Section 1: Authority and Responsibilities. The Board of Directors supervises, controls, and directs the affairs of the Chapter, its committees, and publications, and acts for the membership in all matters except those specifically reserved for the membership by these
bylaws. The Board determines Chapter policies and changes thereto, and fills casual vacancies in Chapter Offices and its membership. Section 2: Meetings. The Board of Directors meets at the call of the President at least twice each year. Written notification of the meetings must be made to each Board member at least two weeks before each meeting and will include: place, date, time, and major agenda items. Board members who cannot attend duly called Board meetings may vote by providing a written proxy to another Chapter member who will represent them at the meeting. The written proxy must be filed with the Secretary before the meeting. Proxies are only valid for one meeting. Section 3: Procedures. At any meeting of the Board of Directors, a quorum for the conduct of Chapter business is eight members present or represented by valid proxies. Any business transacted is valid if approved by a majority of those present or represented. Should representation fall below a quorum during a meeting, no further business may be transacted.
Section 1: President. The President exercises general supervision of the affairs of the Chapter. The President presides at the meetings of the Chapter, and the Executive Committee, and is a member ex-officio of all committees and sub-committees thereof.
Section 2: Executive Vice President. The Executive Vice President assists the President in fulfilling the duties of that office and assumes the full authority and responsibility of the President if the President is unable to be present. Section 3: Vice President for Programs. The Vice President for Programs directs the planning of all programs for the meeting year. The Vice President for Programs chairs the Programs Committee. Section 4: Vice President for Scientific Education. The Vice President for Scientific Education arranges and administers special programs, events, and awards essential to promoting the interest and desire of high school students in pursuing a scientific education. The Vice President for Scientific Education chairs the Scientific Education Committee. Section 5: Vice President for membership. The Vice President for Membership administers the growth of Chapter membership, and ensures that all membership records are properly maintained and are up to date. The Vice President for Membership chairs the Membership Committee. Section 6: Vice President for Corporate Affairs. The vice President for Corporate Affairs develops, plans, and supports all Chapter Corporate Relations Programs. The Vice President for Corporate Affairs chairs the Corporate Affairs Committee. Section 7: Secretary. The Secretary prepares, publishes, and maintains minutes of Chapter Annual Meetings, Board of Directors meetings, and Executive Committee meetings. The Secretary maintains minutes of standing and ad hoc committee meetings prepared and published by those committees. The Secretary will distribute minutes to members of the Board of Directors, with information copies to the AFCEA Director of Chapter Affairs, and to interested Chapter members. Section 8: Treasurer. The Treasurer is comptroller of the finances and accounts of the Chapter under the direction of the President and the Executive Committee, and prepares an annual budget. The Treasurer provides an annual statement of accounts and such special reports as requested by the Executive Committee. The Treasurer chairs the Finance Committee. Section 9: Succession. If the President is unable to be present, the Chapter Officers assume the duties of the President in the following order: Executive Vice President, Vice President for Programs, Vice President for Scientific Education, Vice President for Membership, Vice President for Corporate Affairs, Secretary, and Treasurer. Section 10: Council Delegates. As provided in the AFCEA bylaws, each Chapter has delegates on the AFCEA Council. The Board of Directors appoints Chapter Delegates to the Council from Chapter members who expect to attend the Annual Council meeting during the Annual International AFCEA Convention. These delegates will represent the Chapter to the Council during the year between International AFCEA Conventions and must maintain their AFCEA membership during their tenure.
Section 1: Authority and Responsibilities. The Executive Committee acts for the Board of Directors between Board meetings on all matters, except those specifically reserved for the Board or Chapter membership by these bylaws.
Section 2: Meetings. The Executive Committee meets at the call of the President. Notification of Executive Committee meetings must be made to each committee member at least four days before each meeting and will include: place, date, time, and major agenda items. Executive Committee members who cannot attend duly called meetings may vote by providing a written proxy to another Chapter member who will represent them at the meeting. The written proxy must be filed with the Secretary before the meeting. Proxies are only valid for one meeting. Section 3: Procedures. At any meeting of the Executive Committee, a quorum for the conduct of Chapter business is four members present or represented by valid proxies. Any business transacted is valid if approved by a majority of those present or represented. Should representation fall below a quorum during a meeting, no further business may be transacted.
Section 1: General. Committees of the Chapter consist of standing and ad hoc. Standing committees are the: Programs Committee, Scientific Education Committee, Membership Committee, and Finance Committee. The size and make-up of the standing committees are at the discretion of the Chair, and committee members are drawn from the Chapter membership. The President appoints the Chair and members of all ad hoc committees with the advice and consent of the Executive Committee.
Section 2: Programs Committee. The Programs Committee is chaired by the Vice President for Programs, and is responsible for planning and arranging all chapter meetings. The Programs Committee prepares, publishes, and distributes announcements to the general membership about each meeting. The Programs Committee institutes proper procedures for accepting reservations from the general membership for planned programs. Section 3: Scientific Education Committee. The Scientific Education Committee is chaired by the Vice President for Scientific Education, and is responsible for planning and arranging special programs, events, and awards essential to promoting the interest and desire of high school students in pursuing a scientific education. The Scientific Education Committee directs and coordinates the Chapter Scholarship Program with the Secretary and the Treasurer. Section 4: Membership Committee. The Membership Committee is chaired by the Vice President for Membership, and is responsible for building and strengthening all membership categories within the Chapter. The Membership Committee maintains official records, and a roll of Chapter membership which includes the address and status of each member. The Membership Committee coordinates closely with the AFCEA Membership Committee about these matters. Section 5: Corporate Affairs Committee. The Corporate Affairs Committee is chaired by the Vice President for Corporate Affairs, and is responsible for building and strengthening corporate relations within the chapter. The Corporate Affairs Committee recruits corporate support for Chapter Activities, and assists and coordinates corporate participation in chapter programs. Section 6: Finance Committee. The Finance Committee is chaired by the Treasurer, and is responsible for providing the Executive Committee and the Board of Directors with advice on financial matters. Section 7: Nominating Committee. In February of each year an ad hoc Nominating Committee, composed of a Chair and two or more members, is appointed to nominate members to fill all projected vacancies on the Board of Directors and Chapter Offices for the next Chapter year. Section 8: Auditing Committee. In February of each year an ad hoc Auditing Committee composed of a Chair, one member of the Board of Directors, and one other person who must not be a member of the Board of Directors, is appointed. The third person need not be a member of the Chapter or of AFCEA, but is not precluded from being a member. The Auditing Committee conducts an audit of Chapter financial records as of the close of the fiscal period. The audit must be completed before the Annual Meeting, and the Auditing Committee will make a full report at the Annual Meeting.
Section 1: Fiscal Period. The fiscal period of the chapter is from January 1st through December 31st, to conform with the normal Federal Internal Revenue Service period.
Section 2: Financial Obligations. No financial obligations may be incurred for the Chapter except by approval of the Executive Committee or as covered in these bylaws. Disbursements of all Chapter funds must be by check sighed by the Treasurer. Disbursements of one thousand dollars ($1000.00) or more must be by check signed by the Treasurer and countersigned by the Chairman of the Board of Directors, the President, or the Executive Vice President. All expenditures will be submitted to the Board of Directors for review at least once each year as provided in Section 3. Section 3: Annual Budget and Statement of Accounts. The Annual Budget and Statement of Accounts prepared by the Treasurer must be approved by the Executive Committee and reviewed by the members of the Board of Directors. Section 4: Audits. The accounts of the Chapter must be audited annually by the Audit Committee. Section 5: Indemnification. All Chapter Directors and Officers shall be indemnified by AFCEA International. This indemnification applies to expenses actually and necessarily incurred by the Chapter Directors and Officers in connection with the defense of any action, suit, or proceeding in which they are made a party by reasons of being or having been such Chapter Director or Officer. This indemnification will not apply to matters in which they are adjudged in such action, suit, or proceeding to be liable for negligence or n-misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such Director or Officer may be entitled, under any bylaw, agreement, or vote of the International Board of Directors. Section 6: Liability Insurance. Liability insurance is not deemed necessary for the operation of the Chapter.
Section 1: Dues. Dues conform with the dues as outlined in the AFCEA bylaws. No dues are levied or collected by the chapter as membership in AFCEA includes membership in a local chapter.
Section 1: General: Chapter meetings will be held under the direction of the Vice President for Programs. All programs will be organized in accordance with the AFCEA Chapter Officers Handbook. Particular attention will be paid to applicable Department of Defense regulations concerning conflict of interest.
Section 2: Annual Meeting. The Chapter must hold an Annual Meeting in May of each year. The purpose of the Annual Meeting is: the election of Officers and Directors of the Chapter, the submission of reports by the Officers and various committees, and such other matters as are decided upon by the Board of Directors or Executive Committee. Written notification of the meeting will be made to all members at least fifteen days before the meeting. Information provided must include; the place, date, and time of the meeting. Any business transacted is valid if approved by a majority of those present. Section 3: Regular Meetings. The Chapter will hold regular meetings throughout the year, at a time and place designated by the Programs Committee and approved by the Executive Committee. These meetings are devoted to discussion of scientific and technical matters in keeping with the objectives of AFCEA, and such other subjects as approved by the Executive Committee. Written notification of the meeting will be made to all members at least fifteen days before the meeting. Information provided must include: the subject or theme; and the place, date and time of meeting. Section 4: Special Meetings. The Chapter will hold special meetings if called for by: a majority vote of the Board of Directors, or Executive Committee; or upon petition addressed to the President and signed by at least five percent of the Chapter members. Petitions must include the purpose for calling the meeting; and the proposed place, date, and time of the meeting. Petitions must be submitted at least thirty days before the proposed date of any Special Meeting. Written notification of the meeting will be made to all members at least fifteen days before the meeting. Information provided must include: the purpose for calling the meeting; and the place, date, and time of the meeting. Any business transacted is valid if approved by a majority of those present.
Section 1: Procedures. The Nominating Committee must nominate at least one candidate for each office, and four candidates for the Board of Directors. After the nominees are selected and the Nominating Committee has determined that the proposed candidates qualify and will agree to serve, the committee will submit a written report to the Secretary. The report must be submitted by April 1st of each year. The Secretary will provide a list of committee nominations to the Program Committee for inclusion in the notification for the Annual Meeting, or must mail a list of committee nominations to the membership as soon thereafter as possible. The Nominating Committee presents its report at the Annual Meeting. Elections are held at the Annual Meeting, and the newly elected Officers and Directors are installed at the next Regular Meeting of the Chapter. The newly elected Officers and Directors assume their duties on the day after the election.
Section 2: Nomination by Petition. Any group of ten or more active members of the Chapter may submit, by written petition, the name of a candidate for office to the Nominating Committee. Such petition should be in the hands of the Nominating Committee before their report is submitted to the Secretary. Prior agreement to serve in the office must be obtained from the candidate before their name may be submitted. Petitions submitted after the Nominating Committee report is presented to the Secretary must be received by the Secretary before April 15th for inclusion on the ballot. Nominations are not accepted from the floor during a Chapter meeting. Section 3: Balloting Procedures. Before the Annual Meeting the Secretary verifies that all candidates qualify, have agreed to serve in the office for which they are nominated, and are not nominated for more than one office. The Secretary prepares ballots for all contested positions. The Secretary insures that enough ballots are available for the number of members expected to attend the meeting, including possible run-off ballots. A nominee is considered elected if they receive a simple majority of the ballots cast by the members attending the meeting. If two or more candidates tie, or a candidate fails to receive a majority, a run-off is held between the two candidates receiving the greatest number of votes. Should there be no competing candidates, the Secretary or a member of the Nominating Committee may make a motion that the list of candidates be declared elected. A show of hands vote by the members present approves the motion.
Section 1: Amendment Proposals. Amendment proposals of these bylaws may be proposed by: a majority vote of the Board of Directors, or Executive Committee; or upon petition addressed to the President and signed by at least five percent of the Chapter members.
Section 2: Amendment Approval. Proposed amendments must be submitted to the Chapter membership at least thirty days before they may be voted on at a Chapter meeting. Section 3: Amendment Effective Date. Amendments adopted by a majority of the Chapter membership voting at a Chapter meeting become effective the day after approval, unless the amendment specifies otherwise.
Section 1: Dissolution. On dissolution of the Chapter, the Board of Directors must pay, or make provisions for the payment of, all liabilities and legal obligations of the Chapter, and dispose of all remaining assets by transferring them to the International Headquarters of AFCEA.
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