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The Historical Society of Baltimore County, Inc.
Revisions and new bylaws recommended by the Board of Directors,
Approved by the Membership of the Society, March 2, 2003
Replacing Bylaws of May 17, 1998, as amended

The name of the organization is The Historical Society of Baltimore County, Inc. (HSBC). The Society is a not-for-profit organization established for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

The mission of the Historical Society of Baltimore County is to collect, preserve, present and interpret the rich and diverse history of the area that is now Baltimore County, in its regional context, from its prehistoric origins to the present. The Society uses its facilities, library, archives, artifacts, systematic historical research, and creative educational opportunities to ensure that the County’s past is accessible to its residents and the general public today, while also being preserved for the future.

Section 1. Eligibility. Any individual who, or organization which, shares in the HSBC’s stated Mission may become a member of record of the HSBC upon payment of annual dues.

Section 2. Classes of Membership. The Board of Directors is authorized to set classes of members and dues schedules. Dues are payable annually. Members in arrears shall be dropped from the membership record.

Section 1. Annual Meeting. The annual meeting of the Membership of the HSBC shall be held in May of each year for the purposes of electing Directors and transacting any other business that might come before the Society. The meeting date will be set by the Board of Directors at the last Board meeting of the preceding year.

Section 2. Notice of Annual Meeting. The Secretary shall, at least 15 but not more than 45 days before the annual meeting, to mail to each member of record a notice stating the purpose(s), time, and place where the meeting is to be held. The notice shall include a ballot for the election of Directors and for such other business as is scheduled for vote by the members.

Section 3. Special Meetings. The President shall call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by at least 10% of the members of record. The Secretary shall, at least 15 but not more than 45 days before the special meeting, to mail to each member of record a notice stating the purpose(s), time, and place where the meeting is to be held, and including a ballot. No business shall be transacted at a special meeting except as stated in the notice and ballot.

Section 4. Voting. Each member of record is entitled to cast one signed ballot, in person or by mail. To be counted for the meeting, a mailed ballot must be received at the HSBC no later than the day before the meeting.

Section 5. Quorum. A quorum for voting consists of the members of record present, provided that at least fifty percent of the members of the Board of Directors are either present or voting by mailed ballot.

Section 1. Number of Directors. The affairs of the Society are managed by an elected Board of at least twelve and no more than twenty-five Directors, each of whom must be a HSBC member of the record. In addition to the Directors, the Board includes, as voting members, the President, the Vice-President, the Treasurer, the Secretary, and the Immediate Past President. The Executive Director, if any, is an ex officio, non-voting member of the Board.

Section 2. Responsibility of Directors. The Directors shall implement the mission of the HSBC while also being mindful to ensure the Society’s financial stability.

Section 3. Qualifications. Any person who shares in the HSBC’s mission is eligible for election to the Board of Directors.

Section 4. Nominations for Directors. The nominees for election as Directors, as recommended by the Governance Committee, shall be listed on the ballot to be mailed with the notice of the annual meeting. In the meeting, any member of record may also make Director nominations from the floor, provided that the nominee has given written consent to be nominated.

Section 5. Election. If there is no contest for vacant Director positions, the President shall declare the nominees elected by acclamation. If there is a contest, members shall vote by written ballot. The outcome is determined by the majority vote of those members of record present, in person, and voting. Directors elected at the annual meeting begin their terms at the end of the annual meeting.

Section 6. Terms of Office. A Director serves for a three-year term, with no more than one-third to be elected each year. No Director shall serve more than two successive terms (six years), provided that any Director elected to a first term of less than two full years shall not be considered to have completed one term until the conclusion of the Director's first full three year term. A Director whose service on the Board has ended pursuant to the two- term limitation is eligible for re-election to the Board one year following the end of the person's initial service, and any former Director so re-elected is treated as a new Director for purposes of the two-term limitation. Notwithstanding the two-terms limit, the President, the Vice-President, the Secretary, and the Treasurer may stand for re-election for one additional three-year term as a Board member, provided that the person has served in that office for at least one full year prior to the expiration of their second three-year term.

Section 7. Voting by Mail. The Board may establish procedures for receiving valid votes from Directors and Officers other than by personal attendance at Board meetings.

Section 8. Resignation. A Director may resign at any time upon written notification to the President, the Secretary, or the Board. Such resignations take effect at the time specified therein, or if no time is specified, at the time of receipt by the officer or the Board.

Section 9. Removal. The removal of a Director can be undertaken with or without cause by the affirmative vote of a majority of the members of record at a meeting duly called for this purpose and at which a quorum is present.

Section 10. Vacancies. The Board, by majority vote of the remaining Directors, is authorized to fill a vacancy occurring because a Director does not complete his or her full term. Each person so elected is a Director until a successor is elected, by the members of record at the next annual meeting, to serve the remaining portion of the term, if any. The Executive Committee may fill a vacancy on an interim basis pending the next meeting of the Board of Directors. A successor Director elected to a term of less than two (2) years shall serve for the incomplete term and shall, therefore, be eligible to serve two, full, three year terms.

Section 11. Compensation. Directors shall receive no compensation for their service on the Board.

Section 12. Exclusion from Liabilities. No person who is now, or later becomes, an officer or a member of the Board of Directors shall be personally liable for any indebtedness, or liability or obligation of the HSBC, and any and all creditors of the HSBC shall look only to the assets or security of the Society for payment.

Section 1. Annual Meeting. The Board of Directors shall schedule an annual meeting of the members of record at a location and time to be determined by the Board. The annual meeting is for the purpose of electing the Directors of the HSBC and for whatever other business shall properly come before the meeting. Immediately following the Annual Meeting, the Board of Directors shall meet to elect its Officers pursuant to Article 8 of these By-laws.

Section 2. Business Meetings. The Board shall hold at least four regular meetings during each calendar year. The specific dates and places for these meetings and for the Annual Meeting shall be determined at the last meeting of the preceding year.

Section 3. Special Meetings. Special meetings may be called by the President, or shall be called by the President upon the written request of a majority of the Directors. The location for these meetings is at the discretion of the President.

Section 4. Notice. A notice of the upcoming year’s meetings shall be mailed to all Directors immediately following the last Board meeting of the preceding year. In addition, notices for individual meetings, including date, time, place and business to be transacted, shall be distributed, in a form to be determined by the Board, at least one week prior to the upcoming meeting. Notice of special meetings shall be given at least five days prior to the meeting in a form to be determined by the Board. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened.

Section 5. Agenda and Minutes. All meetings shall have a written agenda prepared by the President or designee. Notices for upcoming regular meetings shall be distributed, with an agenda and the minutes from the previous meeting, at least one week before the meeting.

Section 6. Quorum. The President, or the Vice-president, shall preside at all meetings. One third of the number of Directors, plus the President or President's designee and at least one other member of the Executive Committee, shall constitute a quorum for the transaction of business at any regular or special meeting of the Board. If a quorum is not present, reports may be given, but no votes can be taken.

Section 7. Effect of Acting. Any action taken or authorized by a vote of a majority of the Directors present at any meeting duly called and convened at which a quorum is present shall have the same force and effect as if the full Board of Directors had been present and had taken or authorized such action.

Section 8. Attendance. Any member of the Board who is unable to attend a meeting shall notify the President or Secretary stating the reason for the absence. If a Director has three consecutive unexcused absences, his or her resignation shall be deemed to have been tendered and accepted. Reinstatement of said Director shall be subject to a majority vote of the all of the members of the Board of Directors.

Section 1. Members of the Board of Directors shall not knowingly engage in any activities or transactions in material conflict with their duties and obligations to the Society while serving in such capacity.

Section 2. Directors shall not conduct private business in a manner, which places them at a special advantage because of their association with the Historical Society of Baltimore County.

Section 3. Any duality of interest or possible conflict of interest on the part of any Director should be disclosed to the other members of the Board and made a matter of record, either through an annual procedure or when the interest becomes a matter of Board action.

Section 4. Any Director having a duality of interest or possible conflict of interest on any matter should not vote or use personal influence on the matter, and should not be counted in determining the quorum for the meeting, even when permitted by law. The minutes of the meeting should reflect the disclosure, the abstention from voting, and the quorum situation.

Section 1. Officer Positions. The Officers of the HSBC are: President; Vice-President; Treasurer; Secretary; and such other officers as may be elected in accordance with this Article. The Board of Directors may elect or appoint such other officers as it may deem desirable, to have the authority and perform the duties prescribed by the Board of Directors. In addition to the authority and responsibilities specified in this Article, the Officers have the duties customarily incidental to their respective office and as may be prescribed by the President or the Board.

Section 2. Election and Terms of Office. Officers are elected, by the Board of Directors, immediately following the annual meeting. Each Officer serves a two-year term, with the terms of the President and Vice-President staggered to ensure continuity.

Section 3. Vacancies. A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4. Resignation and Removal. An Officer may resign by written notice to the President. An Officer may be removed from office by a two-thirds vote of a quorum of the Board of Directors whenever, in the Board's judgment, the best interests of the HSBC would be served. Written notice of removal shall be given to the officer by the Secretary not more than ten days after such action. Vacancies caused by such actions will be filled as stated in Section 3 above.

Section 5. President. The President is the principal officer of the HSBC, and shall in general supervise all its business and affairs. The President shall ensure the effective action of the Board in governing and supporting the Association. The President shall preside at all meetings of the Board, shall appoint all committee chairs, and may recommend the establishment of committees. The President will appoint the committee members after consultation with the committee chairs. The President shall also name and appoint any special committees or task forces deemed necessary for implementing the HSBC’s mission.

Section 6. Authority to Sign. The Board shall establish policies and safeguards for authorizing signature, on behalf of the HSBC, of deeds, mortgages, bonds, contracts, or other instruments. Such policies may vary with the amount of the obligation thereby incurred, may require prior approval by the Board, and shall require the signature of one or more of the following: the President, the Vice President, the Treasurer, the Secretary, and/or the Executive Director. No such policy shall permit signatures contrary to law or to these Bylaws.

Section 7. Vice-President. The Vice-President shall perform the duties assigned by the President. In the absence of the President, or in the event of the President’s inability to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 8. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the HSBC; shall receive and give receipts for monies due and payable to the HSBC from any source whatsoever; and shall deposit all such monies in the name of the HSBC in such banks, trust companies or other depositories as shall be selected under policies established by the Board. The Treasurer is responsible for establishing an appropriate budgetary process and for reporting the financial condition of the HSBC at all meetings of the Board of Directors and of the Executive Committee and at other times when called upon by the President or presiding officer. The Treasurer shall be bonded in such amount as the Board may determine. The Board of Directors or the Executive Committee may specify that specific duties of the Treasurer be delegated to an Executive Director.

Section 9. Secretary. The Secretary shall oversee the proper recording of the proceedings of meetings, and shall in general ensure that accurate and historical records of the HSBC are complied and maintained. The Secretary shall maintain all minutes and keep on file all committee reports. The Secretary is responsible for ensuring that all meeting notices, agendas and other communications are duly given in accordance with the provisions of these Bylaws or as required by law. Records kept by the Secretary shall be made available for inspection by the members at the principal office of the HSBC, upon written request to the Secretary, within five days after receipt.

Section 1. Appointment and responsibility. The President, in consultation with the Executive Committee, shall create and appoint the members of special committees and task forces as deemed necessary for effectively pursuing the Society’s mission. The Chair of each standing committee reports to the Executive Committee and to the Board of Directors.

Section 2. Qualifications and Terms. The chair of each standing committee shall be chosen by the President from the members of the Board of Directors. Each standing committee shall consist of at least two members of the Board and others, deemed qualified by the President, who need not be members of the Board of Directors. The President is an ex officio, voting member of every committee. The Executive Director, if any, is an ex officio, non-voting member of every committee. Members of standing committees serve a term of one year unless the committee is terminated or unless the member either ceases to qualify or is removed with or without cause. Members of special committees and task forces serve at the discretion of the President.

Section 3. Meetings, Minutes and Reports. Each standing committee shall meet once a month. Special committees and task forces shall meet as necessary. Minutes shall be kept of all meetings and written reports shall be submitted by special committees and task forces to their respective standing committee, and then by the standing committees to the Executive Committee. Minutes and reports shall be submitted to the Board of Directors at least two weeks before the scheduled Board meeting.

Section 4. Standing Committees: Finance. The HSBC Treasurer is the Chair of the Finance Committee. Members of the committee shall include the Chair of the Development Committee, the Chair of the Investment Committee, if any, and others as deemed necessary by the President.

Section 4a. Responsibilities of the Finance Committee. This Committee, in cooperation with the Treasurer, is responsible for the HSBC's financial security in pursuance of its goals. Its responsibilities include: ensuring that accurate and complete financial records are maintained; ensuring that accurate, timely, and meaningful financial statements are prepared and presented to the Board; oversee budget preparation and financial planning; safeguard the Society’s assets, including the preparation of investment policies; ensuring compliance with federal, state, and other requirements related to the organization’s finances.

Section 5. Standing Committees: Governance. The Governance Committee shall meet on an on-going basis, to recruit candidates for the Board of Directors that meet the Board's needs as a governing body. This Committee shall be composed of three to five Directors (one of whom shall have served on the Board a minimum of three years, one a minimum of two years, and one a minimum of one year), plus an Officer of the HSBC. In preparation for elections, the Governance Committee shall meet at least sixty days before the annual meeting. The Committee shall prepare a slate of candidates for the open Director and Officer positions, to be submitted to the Executive Committee. All nominees for Officer shall have served on the Board for a minimum of one year. Upon approval of a majority of the Executive Committee, the slate of nominees for Directors shall be distributed by mail to the members of record at least at least fifteen but not more than forty-five days before the annual meeting.

Section 5a. Responsibilities of the Governance Committee. The responsibilities of the Governance Committee include: promoting and providing, to prospective Board members, education about the Association, its mission, and governance issues; conducting on-going assessment of the HSBC’s governance needs; identifying, enlisting, nominating, and orienting new Board members; conducting Board self-assessment; and addressing questions of retention. While the Committee has no power to effect changes requiring Board approval, it shall present recommendations in accordance with Bylaw commitments.

Section 6. Standing Committees: Development. This committee has the responsibility of planning fund-raising programs and events and capital campaigns to support the mission of the HSBC. It shall also develop, implement and evaluate the Membership program.

Section 7. Additional Standing Committees. The Executive Committee, as required, may designate additional standing committees. Potential committees are: Buildings and Grounds (to preserve and maintain the buildings and grounds in keeping with the HSBC's mission and goals); Collections; Education; Marketing and Public Relations; etc.

Section 8. Special Committees. The President, in consultation with the Executive Committee and Standing Committee chairs, may name special committees. The responsibilities of these committees shall fall under, and be directed by, the charge of a standing committee as designated in the Bylaws. The size and composition of special committees shall be at the discretion of the President.

Section 9. Task Forces. The President, in consultation with the Executive Committee, shall form such task forces as are deemed necessary to address the short-term, periodic activities of the HSBC. The size and composition of these groups shall be at the discretion of the President.

Section 1. Membership. The Executive Committee consists of the following Board members: President, Vice-President, Secretary, Treasurer, and the chair of each Standing Committee. The President serves as the chair of the Executive Committee and has the authority to appoint ex officio, non-voting members, including the Immediate Past President.

Section 2. Authority. The Executive Committee is empowered to transact the corporate business of the HSBC and to promote its goals in the intervals between regular meetings of the Board of Directors, and with such additional authority as may be delegated by the Board of Directors, except in those matters reserved in these bylaws for determination by the Board, including the dissolution or merger of the Society; the appointment or removal of Directors; and the amendment of the Bylaws.

Section 3. Meetings and Quorum. The Executive Committee shall meet at least four times a year. The specific dates and places for these meetings shall be determined at the last meeting of the preceding year. The President, with one week’s notice, may call special meetings of the Executive Committee. A majority of the Committee shall constitute a quorum at any duly called meeting.

To the maximum extent permitted by the Maryland General Corporation Law, as from time to time amended, the Association shall indemnify its Directors and officers against any and all liabilities incurred in connection with their services in such capacities or their services, at the Association’s request, as Director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise and against all reasonable expenses, including attorney’s fees that may be incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any Director or officer, by reason of service in that capacity, may be made a party or in which any Director or officer shall be called as a witness, or in connection with any proceeding against the Association to enforce a Director’s or officer’s right of indemnification of Directors, officers, employees and agents. No amendment or repeal of this paragraph, or adoption of any provision of the Association’s Articles of Incorporation or bylaws inconsistent with the paragraph, shall apply to or affect in any respect the indemnification of any Director or officer of the Association with respect to any alleged act or omission which occurred prior to such amendment, repeal or adoption. Notwithstanding the terms of this paragraph, such indemnification shall only be to the extent permitted of organizations, which are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code to which contributions are deductible under Sections 170(c)(2), 2055(a)(2) of the Internal Revenue Code.

Section 1. Authority to Hire. The Board of Directors may, at its discretion, hire such staff as may be required to implement the HSBC’s mission, ensuring that appropriate policies and procedures are in place. The Board of Directors is responsible for hiring, supervision, or termination of the Executive Director. All other staff are hired, supervised or terminated at the discretion of the Executive Director.

Section 2. Eligibility for Employment. No member of record or person in the immediate family of a member of record may be a paid employee of the HSBC.

Section 3. Executive Director. The Board of Directors may hire an Executive Director. The Executive Director shall have the power to hire and discharge agents and employees of the HSBC and shall supervise all employees. All authority and accountability for the performance of staff is the responsibility of the Executive Director. The Executive Director shall be bonded in such amount as the Board may determine.

Section 4. Ex officio Role. The Executive Director is an ex officio, non-voting member of the Board of Directors and of all Committees.

The Historical Society of Baltimore County, Inc. is a non-profit organization. The HSBC shall not have or issue shares of stock and it shall pay no dividends or pecuniary profits whatever to its organizers or members, although it may confer benefits upon members in conformity with its purpose and the law.

In the event of the dissolution of the Historical Society of Baltimore County, the Society’s assets shall be distributed in accordance with the Articles of Incorporation.

Section 1. The bylaws may be altered, amended or repealed and new bylaws may be adopted at any meeting by two-thirds vote of members of record present, provided that written notice was given at least thirty days in advance of the meeting. Members of record may vote in person or by mailed ballot. All proposed amendments should be submitted in writing to the Executive Committee for review by the Board of Directors before being mailed by the Secretary. Mail ballots may be authorized by the Board in a manner determined by the Board.

Section 2. The Secretary shall keep a permanent record of the Bylaws and all amendments.

Article 16. PARLIMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order Newly Revised shall govern the proceedings of the HSBC in cases not governed by these Bylaws.