The BAIC would like the community to review the recently redacted Bylaws pending community review. Any and all comments should be sent to baic.center@gmail.com. All questions and or concerns should be received on or before October 24th, 2024. In the subject line of your correspondence please include Bylaws 2024.

Thank you!

Baltimore American Indian Center

Bylaws
(As amended November 1993)

 

ARTICLE I.  Name and Purpose

Section 1.  Name

The name of the organization shall be the Baltimore American Indian Center, Inc., a.k.a BAIC.

Section 2.  Purpose

The Baltimore American Indian Center, Inc. (BAIC) is a community-based non-profit organization dedicated to serving the needs of American Indians living in the state of Maryland by providing social, economic, and training assistance, and access to health-related services.  It also aims to provide a central voice and focus for expressing concerns and resolving problems affecting Maryland’s American Indian population.  Furthermore, one of the BAIC’s principal purposes is to conduct community economic development activities to facilitate community improvements.  This purpose specifically includes activities focused on housing, social services, economic development, crime prevention, educational improvements, and commercial development for American Indians.

 

ARTICLE II.  Meeting of Members

Section 1.  Annual Election Meeting

An annual election Meeting of the Baltimore American Indian Center (BAIC) shall be held once a year at such time between October 1 and December 31 at such place as the Board of Directors shall determine.  The Secretary shall serve personally, or by mail, a written notice thereof, no less than five days previous to such meeting, addressed to each head of household member at his/her address as it appear on the official membership list of the corporation.  The election meeting may be scheduled for the same day as a regular meeting of members, but shall be held separately following the regular meeting.

If the election meeting is held the same day as the regular meeting, then the election meeting shall be held separately from the regular meeting.

Section 2.  Regular Meetings

Regular business meetings of the general membership shall be held every third month (October, January, April and July).  The Board of Directors may reschedule the regular business meeting, but there must be at least one business meeting in each quarter.  The Secretary shall serve personally, or by mail, a written notice to each head of household member not less than five days previous to such meeting, addressed to each head of household member at his/her address as it appears on the official membership list of the organization.

Section 3.  Special Meetings

Special meetings of the members may be called at any time by a majority of the directors.  Special meetings may be called at any time by the Chairperson of the Board of Directors at his/her discretion upon five days notice.  Notice of special meetings stating the purpose for which it is called shall be served personally or by mail not less than five days before the date set for such meeting.  The Secretary is also authorized to notify all members head of household of special meetings by phone where possible.  No business other than that specified in the call for the meeting shall be transacted at the meeting.

Section 4.  Voting

A.       Regular and Special Meetings

At all regular and special meetings of the membership each member in good standing of the Corporation, eighteen years and older, shall be entitled to one vote.  Votes may only be cast in person.

B.      Election Meeting

At any election meeting, each member in good standing of the Corporation, eighteen years an older, who have attended at least two (2) community meetings during the previous year shall have one (1) vote.  Votes shall only be cast in person.

 

Section 5.  Quorum

The members present at a duly called meeting shall constitute a quorum at all meetings of the members for the transaction of business.

 

 

ARTICLE III.  Directors

 

Section 1.  Number

 

The affairs and business of this Corporation shall be managed by a Board of Directors composed of nine (9) members who are members of the Corporation

 

Section 2.  How Elected

 

The chairperson of the Nominations Committee shall be appointed by BAIC Board of Directors and shall be composed of no more than five (5) members.  At least four (4) weeks prior to the Annual Election Meeting of members, the Nominations Committee shall nominate at least nine (9) persons to run for the offices of directors.  The Nominations Committee shall present its slate of candidates for the offices of directors at least two weeks prior to the Annual election Meeting of members following prior approval of the nominations committee.  At that time, any member may add to the slate of candidates by nominating a member of his/her own choice.  At the Annual Election Meeting of the members, those nominated persons present receiving the largest votes shall be directors and shall constitute the Board of Directors for the ensuing term.

 

Section 3.  Voting Procedures

 

Voting will be by secret ballot and will cease when the first ballot is counted.  Ballots will be counted by three counters and one watcher who will be appointed by the Chairperson of the Board or his/her designate.

 

Section 4.  Term of Office

 

No director shall serve more than two consecutive terms of three (3) years.  The normal term of elected office shall start January 1 for a 24 month period or until a successor duly qualifies and succeeds.

 

Section 5.  Duties

 

The Board of Directors shall have the control and general management of the affairs and business of the Corporation.

 

Section 6.  Directors Meetings

 

Directors meetings will be held monthly.  Special meetings of the Board of Directors may be called by the Chairperson of the Board at any time, and shall be called by the Secretary upon the written request of more than one-half of the directors.  Any member who wishes may attend any meeting of the Board of Directors.  Any member who wishes to address any issues to the Board of Directors must contact the Executive Director or Chairperson of the board at least five days before the meeting to be included on the board agenda. Any member who behaves in a disorderly or rude Faison at the meeting of the Board of Directors shall be removed.  Agendas are set prior to the board meeting.

 

Section 7.  Notice of Meetings

 

Board members shall receive notice of all meetings at least ten (10) days before the date designated for such meetings.

 

Section 8.  Quorum

 

At any meeting of the Board of Directors, five (5) members out of nine (9) of the board shall constitute a quorum for the transaction of business.   In the absence of a quorum of the board of directors, the Executive Committee shall/may conduct necessary business of the corporation.

 

Section 9.  Voting

 

At all meetings of the Board of Directors, each director is to have one vote.

 

Section 10.  Vacancies

 

Vacancies in the board occurring between Annual Election Meetings shall be filled for the unexpired portion of a term by a majority vote of the board at any meeting at which a quorum is present.

 

Section 11.  Removal of Directors

 

A.       Reason for Removal

1.        Failure to attend at least one board meeting in a given three-month period;

2.       Failure to attend at least eight board meetings in a calendar year;

3.       Conviction of a felony;

4.       The conscientious failure to carry out the duties of an elected board member; and/or

5.       For entering into daily operations of the Corporation without the authority as either an office of the Corporation or as directed by resolution of the Board of Directors.

B.      Method of Removal

Upon filing a complaint by any member of the Corporation and a two-thirds vote of the Board of Directors, a Board of Inquiry shall be appointed to conduct an investigation into an alleged misconduct.  The Board of Inquiry shall be composed of two (2) members of the Board of Directors and five (5) members of the membership at large.  The Board member under investigation shall be afforded all due process during the inquiry.

 

All persons who are appointed to the Board of Inquiry who are not members of the Board of Directors shall execute a confidentiality agreement before they shall be eligible to sit with the Board of Inquiry.  The period of inquiry shall last no longer than fifteen (15) days, and no less than five (5) days.  At the end of the fifteen (15) day period the Board of Inquiry shall by majority vote render a decision to retain or remove the indicted director.  An appeal to any decision made by the Board of Inquiry shall be available to either the director indicted or the member originally filing the complaint within ten (10) days of notification of the ruling.  Upon appeal of the decision of the Board of Inquiry by either party the Board of Directors shall overturn, remand or uphold the ruling of the Board of Inquiry within thirty (30) days of receiving the appeal.  During the period of inquiry, the board member under investigation shall be suspended from the duties of office.

 

Section 12.  Election of Board Officers

 

The Board of Directors shall, at its first regular meeting for the ensuing term after the Annual Election Meeting, elect by majority vote officers of the Board, who shall hold office until the next regular meeting of the ensuing term after the Annual Election Meeting.  The Chairman of the board shall preside at all meetings of the members.

 

Section 13.  Waiver of Notice

 

Whenever a member of the Board of Directors is authorized to have notice of a meeting of the Board of Directors, such member may, in writing, waive before or within five (5) days after holding of the meeting, the notice to which he or she was entitled as pertains to Maryland law.

 

 

ARTICLE IV.  OFFICERS

 

Section 1.  Number

 

The officers of this Corporation shall be:

 

1.       Chairperson of the Board of Directors

2.       Vice-Chairperson of the Board of Directors

3.       Secretary of the Board of Directors

4.       Treasurer of the Board of Directors

 

These officers will serve as the Executive Committee

 

Section 2.  Elections

 

All officers of the Corporation shall be elected at the regular meeting of the Board of Directors and shall hold office for the term of one year or until their successors are duly elected and take office.  An officer must be a member of the Corporation.  The Board of Directors may designate such other offices, officers, and positions as it may deem necessary from time to time to perform such duties as shall be prescribed by the board.

 

Section 3.  Duties of Officers

 

A.      Duties of the Chairperson of the Board of Directors

 

The Chairperson of the Board or of the vice Chairperson, in the absence of the Chairperson, shall attend and preside at all meetings of the members and of the Board of Directors.  He/She shall request the executive director to prepare the agenda for all meetings of members and of the Board of Directors with the advice and approval of the Board of Directors.  He/she shall cause to be called regular and special meetings of the members and the Board of Directors in accordance with these By-Laws.  He/She shall be responsible to see that the work of the Corporation is carried out to the satisfaction of the Board of Directors and community.

 

B.      Duties of the Vice Chairperson

 

Shall serve in the absence of the Chairperson.

 

C.      Duties of the Secretary of the Board of Directors

 

The Secretary of the board, with the assistance of the staff secretary, will be responsible for accurate re cords of all meetings of the Corporation.  He/She shall read and make available to members copies of minutes of previous meetings of members.  He/She shall be responsible for minutes of previous meetings of the Board of Directors.

 

In addition, the Secretary shall be responsible for giving notices of meetings at least ten (10) days in advance and shall be responsible for all correspondence of the Corporation.  He/She shall keep a periodical check of the official membership list to be sure that it is up-to-date, including the names and addresses of the members of the Corporation arranged in alphabetical order, and shall make such list readily available for inspection at the principal office of the Corporation at reasonable times by an interested member of the Corporation for a legitimate purpose to be determined by the Executive Director.

 

D.      Duties of the Treasurer of the Board of Directors

 

The Treasurer or his/her designate shall have the care, custody and responsibility for all the funds in the name of the Corporation.  The Treasurer shall sign, make, and endorse, in the name of the Corporation all checks, drafts, warrants, orders and all other financial transactions for the payment of money and shall pay out an dispose of the same and receipts thereof.  The Treasurer shall approve all electronic transfer of funds or orders or reimbursements from any grant or contract, and shall perform such transactions or shall designate in writing such person to perform electronic transfer of funds at the Treasurer’s request.  The Treasurer will dispense money only on written order (voucher) signed by the Executive Director.  The Treasurer or designate shall be responsible for making available all financial records of the Corporation during office hours.

 

The Treasurer shall be responsible, with the assistance of the program comptroller, fiscal officer, and/or bookkeeper of the Corporation, for making a financial report of the condition and affairs of the Corporation at each regular meeting of the members of the Board of Directors, and at such other times as shall be required of him/her.