ARTICLE 1 – NAME, DURATION, AND OFFICE
The name of the corporation shall be MARYLAND GOVERNMENT RELATIONS ASSOCIATION, INCORPORATED (MGRA), a nonprofit corporation incorporated in the State of Maryland.
The duration for which the corporation is formed shall be perpetual.
The corporation shall have its permanent offices in the State of Maryland as may be determined by the Board of Directors (Board).
All policies and activities of the corporation shall be consistent with applicable federal, state and local antitrust, trade regulations or other legal requirements; applicable tax-exemption requirements including the requirements that the corporation not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
ARTICLE II – OBJECTIVES
The objectives of the Maryland Government Relations Association shall be as stated in the Articles of Incorporation:
(A) To promote the art and science of lobbying and to educate members and the public in the advancement, improvement and function of lobbying.
(B) To develop and encourage the practice of high ethical standard of personal and professional conduct among lobbyists.
(C) To foster relationships between state legislative liaisons, nonprofits grassroots lobbyists, professional lobbyists, and other interested parties to stimulate the needs of individuals in the field of government relations.
(D) To offer meetings, conferences, and social events for the mutual improvement and education of the members.
(E) To participate and cooperate in local, regional or national groups of government affairs professionals in the common endeavor to advance lobbying as a profession.
(F) To promote the purpose and effectiveness of the profession by any and all means consistent with the public interest.
(G) Subject to the prior approval of the Board, the MGRA may take a position and express an opinion on issues directly and generally affecting the profession as such; provided however, that no action shall be taken on such matters as clearly fall solely within the purview of individual segments of the membership.
ARTICLE III – MEMBERSHIP
Section 1. Qualifications.
Membership of the MGRA shall be composed of individuals, associations, organizations, and other entities engaged in lobbying, government relations or associated activities who agree to comply with the MGRA’s Bylaws, Code of Professional Conduct, as approved by the Board of Directors.
All members of the MGRA shall be provided with a copy of the Code of Professional Conduct on a yearly basis and shall be accessible via electronic submission or via website.
Section 2. Active Member.
There shall be a classification of membership designated as Regular Member. The Regular Member classification shall consist of any individual who is recognized as having responsibilities in the field of government relations. In the event any regular Member in good standing terminates employment in the field of government relations, the membership may be continued until the end of the business year, at which time application may be made to the Board of Directors, as provided below for membership reclassification.
Active membership status shall be the only voting membership in the MGRA. Active members are limited to those individuals who devote a substantial part of their time to lobbying, government relations, or associated activities.
Section 3. Non-Voting Membership.
Non-voting members shall have no vote and shall not be eligible to hold office in the MGRA.
(A) Sustaining Membership: Sustaining membership shall be available to any person who has been an Active Member in good standing with the MGRA but is no longer active in government relations in this State. A Sustaining member may rejoin the MGRA as an Active member. Sustaining membership shall be fifty percent (50%) of dues paid by an Active Member.
(B) Affiliate Membership: Affiliate membership may be offered to any individual who is staff to an Active Member. In the event that any Affiliate member in good standing terminates employment as staff in the field of government relations, the membership may be continued until the end of the business year. Affiliate membership shall be seventy-five percent (75%) of dues paid by an Active Member.
Section 4. Admission of Members.
Each applicant for membership shall be approved by the Board or its designee provided the applicant agrees to abide by the MGRA’s Bylaws and Code of Professional Conduct and meets and other qualification for membership determined by the Board.
Section 5. Allied Organizations.
For the mutual benefit of all concerned, for the advancement of the profession of lobbying and government relations, and in order to further the objective of the MGRA, the Board may charter or affiliate with groups or persons engaged in government relations or associated activities on a geographic or other counterpart basis as allied organization of the MGRA. The Board shall have the power to establish the terms and conditions of Allied Organization as it considers desirable.
ARTICLE IV – DUES
Dues and admission feels shall be established by the Board for all classes of membership and are non-refundable.
The Board of Directors shall fix the dues of Regular Members and other membership classifications. The annual dues are payable at the beginning of the new membership year as determined by the Board of Directors.
The dues of any membership classification are considered in default if they have not been paid within sixty (60) days of the due date. If, after notice, thirty (30) days have elapsed, the membership of any classification of membership shall cease without further action by the Board.
Section 1. Termination of Membership.
Any member of any membership classification may be removed from membership if the member is prohibited from lobbying by the Maryland State Ethics Commission. Written notice of termination shall be provided by the Board to the member via certified letter.
Section 2. Resignation of Membership
Any member of any membership classification may withdraw from this corporation by presenting the resignation in writing to the Board of Directors, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
Section 3. Title to the Funds and Properties.
Title to the funds and properties of the corporation shall at all times remain vested in the corporation, and no member of any membership classification shall have or acquire any residual or contingent interest therein.
ARTICLE V – MEETINGS
The President, or the President’s designee, shall preside at and chair the annual meeting, General, Board, or Special meetings. The Secretary, or the Secretary’s designee, as indicated by the person chairing the meeting, shall act as Secretary of each business meeting.
Section 1. Annual Meeting.
The annual meeting of the MGRA shall be held at such time, place and date as determined by the Board.
An annual meeting shall be held for the purpose of installing the newly elected Officers and Board Members and for the transaction of such other business as may be brought before the meeting.
Section 2. General Meetings.
General meetings of the members may be called by the President, by order of the Board of Directors, or by the members of the corporation entitled to vote at a meeting of the members. Such meetings shall be held at such place or by teleconference and at such hour as may be set forth in the notice of the meeting.
General meetings shall be held quarterly but not less than two times per year and open to all members and interested non-members who would like to participate or join the MGRA.
Section 3. Board Meetings & Special Meetings.
Board meetings of the Board of Directors may be called by the President or by order of the Board of Directors of the corporation entitled to vote at a meeting of the Board. Such meetings shall be held at such a place or by teleconference and at such hour as may be set forth in the notice of the meeting.
Board meetings of the Board of Directors shall be held quarterly but not less than two times per year and open to all members of the Board of Directors.
Special meetings of the Board of Directors shall be held whenever called by direction of the President or by a majority of the Board members then in office. The Secretary shall give notice of each special meeting to each member by mail at least five (5) days before such or by telephone at least two (2) days before the meeting. Unless otherwise required by law or by the Article of Incorporation or by these By-Laws, the notice of any special meeting of the Board of Directors need not specify any purpose of such meeting, and unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. The attendance of a Board member at any special meeting of the Board of Directors shall constitute a waiver of notice of such meeting.
Section 4. Notice.
Notice of the annual meeting and any special meeting shall be given to each member in good standing not less than ten (10) or more than forty-five (45) days prior to the meeting.
Section 5. Voting.
At all meetings of the MGRA, each active member shall have one (1) vote.
Proxy voting is prohibited.
Voting by ballot is allowed when action taken by ballot of the members of the Board of in which all Directors, in writing, in agreement, shall constitute a valid action of the Board and shall be reported at the next regular meeting of the Board.
At any general meeting of the members of the corporation every member entitled to vote on the date fixed by the Board of Directors as the record date shall be entitled to vote in person. A majority of those present shall decide any question brought before such meeting unless the question is one upon which a different vote is required by the Articles of Incorporation, by these Bylaws, by resolution of the Board of Directors, or by applicable law.
Section 6. Quorum.
See ARTICLE 8.
The Officer who has charge of the membership list of the corporation shall prepare, at least ten (10) days before every business meeting of the Members, a complete list of those members entitled to vote. The list shall be open to the examination of any member.
Section 8. Rules of Order.
The meetings and proceedings of the MGRA shall be based upon the latest edition of Roberts Rules of Order (Revised) for parliamentary procedure, except as may be otherwise provided by these Bylaws.
ARTICLE VI – OFFICERS AND THE BOARD OF DIRECTORS
Section 1. Officers.
The elected officers of the MGRA shall be a President, First Vice President, a Second Vice President, a Secretary, and a Treasurer, to be elected by the membership at the annual meeting of the MGRA. Officers shall serve until their successors have been duly elected. The Vice Presidents in turn shall success to the Presidency if that office should become vacant.
Section 2. Board of Directors.
The Board of Directors (Board) shall consist of no more than fifteen (15) voting members including the President, First Vice President, Second Vice President, Secretary, Treasurer and ten (10) Directors. The Immediate Past-President shall serve in an ex-officio capacity. The President may, at the President’s discretion, appoint a General Counsel and a Parliamentarian as non-voting members.
The Board of Directors may employ an Executive Director and such other legal, administrative, and advisory assistance as may be necessary for the efficient and adequate conduct of business of the corporation. The Board of Directors may, to the extent deemed desirable, delegate to the Executive Director: (1) the authority to employ or dismiss employees, to assign them duties and responsibilities and to set their rates of compensation; (2) responsibilities for the day-to-day operations of the corporation; and (3) such other duties as may be delegated by the Board of Directors.
Section 3. Qualifications for Office.
Any active member in good standing shall be eligible for nomination and election to any elective office in this MGRA. The Board may set recommended criteria for qualification to consider during its deliberations.
Section 4. Term of Office.
Except as may be otherwise provided by these Bylaws, each elected officer shall take office when elected and shall serve a term for two years (2) or until his or her successor is duly elected and installed. Each officer shall serve as a member of the Board and of the Executive Committee.
Each elected officer shall be eligible for re-election to one additional term to the same office, and shall not be eligible for further election to that office until at least one year shall have elapsed.
Each Officer and Director shall be elected by the membership to hold office until a successor is installed at the annual meeting next following or until the earlier resignation or removal as herein provided.
In no event shall the President or Vice President serve more than two (2) consecutive terms; however, if they fill an unexpired term of six (6) months or less they shall be eligible to serve two (2) consecutive terms if elected thereafter.
Directors shall be elected for a two (2) year term. In no event shall a Director serve more than two (2) consecutive terms; however, if a Director fills an unexpired term of six (6) months or less, the Director shall be eligible to serve two (2) consecutive terms if elected thereafter.
Section 5. Absences.
In the event of the absence of an Officer or Director of the corporation or for any other reason in the discretion of the Board of Directors, the Board of Directors may delegate the power and duties to any other Officer or to any Director the Board of Directors may deem proper.
Any elected officer or director who shall be absent from a majority of regular meetings of the Board during a single year shall automatically be removed from the seat on the Board and the vacancy shall be filled as provided by these Bylaws; however, the President shall consider each absence of an elected officer or director as a separate matter and may expressly waive such absence.
Section 6. Vacancies.
Any vacancy occurring because of death, resignation, or disability of any Officer may be filled by a vote of a majority of the Board Members then in office, or if a majority of the Board Members then in office so resolves, by election at a special meeting of the members called for that purpose or by mail vote. A Board Member appointed or specifically elected to fill a vacancy shall hold such office for the unexpired term of the predecessor in office in accordance with Section 3.
Section 7. Removal.
Any Officer or Director may be removed at any time for cause by the affirmative vote of two thirds (2/3) of the Board of Directors then in office at a meeting called in accordance with Article V, Section 6 (B).
The failure of any Officer or Director to attend three consecutive Board meetings without reasonable justification shall be considered cause for removal. Any Officer or Director who fails to attend two consecutive Board meetings without reasonable justification shall be issued a warning by the Board of Directors that if the Director fails to attend a third consecutive Board meeting without reasonable justification the Director shall be removed from the office and the Board.
ARTICLE VII – DUTIES OF THE OFFICERS
Section 1. President.
The President shall preside at all meetings of the corporation. The President will be the chief executive officer of the corporation. The President shall have general and active responsibility for the business of the corporation. The President shall be an ex-officio member of all standing committees and shall have the general duties relevant to the business of the corporation.
Section 2. Immediate Past-President.
Upon the installation of a new President, the current President with consent will assume the position of Immediate Past-President for a period not to exceed one (1) year. The Immediate Past-President shall be an ex-officio member of the Board of Directors.
Section 3. Vice Presidents.
The First Vice President shall perform the duties and exercise the powers of the President during the absence or disability of the President and shall succeed to the Presidency if for any reason the President is unable to serve ad shall have such other duties as shall be delegated by the Board.
The Second Vice President shall succeed to the office of First Vice President if the office of the first Vice President becomes vacant. The additional duties of the Second Vice President shall be as delegated by the Board.
Both the First and Second Vice Presidents of the MGRA shall assist the President in coordination of annual conference meetings, social events, election related activities and any other necessary and proper committees that are formed under the President’s authority.
Section 4. Secretary.
The Secretary shall give notices required by law or resolution. The Secretary shall be responsible for maintaining the membership records, and the records concerning the failure and the reasons why an Officer or Director fails to attend any Board meeting. If any Officer or Director fails to attend two (2) consecutive meetings of the Board of Directors, the Secretary shall notify the Board of Directors. The Secretary shall perform such other duties as may be delegated to the position by the Board of Directors.
The Secretary shall see to the proper preparation, maintenance, and authentication of minutes and proceedings of meetings; shall see that accurate records are kept of members and shall carry out such other duties as specified by the Board or delegated by the President. At the discretion of the Board, particular duties may be delegated to the Executive Director.
Section 5. Treasurer.
The Treasurer shall have the responsibility for the custody and safekeeping of all funds and securities of the corporation, shall have charge of their collection, receipt and disbursement, shall receive and have authority to sign receipts for all money paid to the corporation and shall deposit the same in the name of and to the credit of the corporation. The Treasurer shall disburse from its account the funds of the corporation on proper vouchers and payrolls or in such other manner as the Board of Directors may authorize or require, but such person or persons as the Treasurer may authorize shall have authority to draw drafts and checks against deposits of the corporation in any bank or trust company as required. The Treasurer shall endorse all checks, drafts, bills of exchange, orders, certificates of deposit, and other obligations payable to the corporation, and shall accept drafts, bills of exchange, or other instruments that may be drawn on the corporation.
The Treasurer shall keep full and accurate accounts of the transactions of the office in books belonging to the corporation, and shall render to the Board of Directors whenever they may desire it, an account of all such transactions and of the financial condition of the corporation. The Treasurer shall have, in general, such other powers and perform such other duties as are incident to the office of the Treasurer or as may be prescribed for the Treasurer by the Board of Directors or the President. If the Board of Directors so directs, the Treasurer shall be bonded in a sum and with surety satisfactory to the Board of Directors for the faithful discharge of the duties of the office.
ARTICLE VIII – Board of Directors
Section 1. Authority and Responsibility.
The Board of Directors shall govern the business and affairs of the corporation. Regular meetings of the Board of Directors shall be held at least four (4) times in each organization year. Meetings shall be held at such place and time as designated in a meeting notice.
The Board of Directors is empowered to establish an affiliate relationship with other groups of government relations professionals that will be subject to certain requirements as specified in a contractual agreement.
Section 2. Composition.
The Board shall consist of the President, First Vice President, Second Vice President, the Secretary, the Treasurer, the Immediate Past President, the Parliamentarian, and ten (10) Directors.
By a 2/3 majority vote of the Board, the Board may increase the number of Directors. Any new board position so created will be pursuant to this Article.
Section 3. Quorum.
At all meetings of the Board of Directors a majority (one more than 50%) of the members of the Board shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
The affirmative vote of a majority of the Board members voting at any meeting at which a quorum is present shall be the act of the Board of Directors and shall be sufficient for the adoption of any resolution, except as may be otherwise provided by law or by the Articles of Incorporation or by these By-Laws.
The presiding officer of the meeting shall vote with all of the Board members and shall not be limited to voting in case of an equal division of the other Board members. Unless otherwise restricted by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such consent is filed with the minutes of the proceedings of the Board or of such committee.
Members may participate by conference call or other means which enable the member to hear or read the proceedings and participate by voting and speaking. Members participating in this manner shall be counted as present for the purpose of calculating the presence of a quorum.
ARTICLE IX – COMMITTEES
Section 1. Executive Committee.
The Board of Directors shall have an Executive Committee. The Executive Committee shall consist of the Officers of the Board.
Between meetings of the Board of Directors, the Executive Committee shall transact business that is within the authority of the Board of Directors, that is of an urgent nature or that, in the opinion of the President, does not require a decision of the entire Board of Directors. All actions of the Executive Committee shall be reported in full to the Board of Directors at the next meeting thereof. The Board of Directors shall ratify, confirm or overrule all such actions.
Section 2. Nominating Committee.
There shall be a Nominating Committee consisting of the President and the Immediate Past-President
Section 3. Other Committees.
The President may create standing committees, each to consist of two (2) or more MGRA members, subject to the approval of a majority of the Board of Directors. Additional “ad hoc committees” may be appointed by the President to assist in the performance of the duties of the corporation. Each committee shall bear such name, have such powers, perform such duties, and serve for such term, not inconsistent with any applicable rule of law, the Articles of Incorporation and these By-Laws. The President may appoint the Chairs of all committees. Only Active Members may be committee chairs.
ARTICLE X – NOMINATIONS AND ELECTIONS
The Nominating Committee shall present a slate of Officers and Directors at the Board meeting immediately preceding the sending date of the election ballots. The Secretary shall send the election ballots to the membership no less than forty-five (45) days prior to the Annual Meeting. Ballots shall include space for write-in candidates. Nominees must indicate a willingness to serve before their names are placed on the ballot. To be elected, the Officers and members of the Board of Directors must receive a majority of the votes cast.
The Board of Directors shall oversee the proper conduct of the elections. The Secretary shall notify the members of the election results at the Annual Meeting.
ARTICLE XI – CORPORATE SEAL
The Board of Directors shall provide a suitable seal containing the name of the corporation, which seal shall be in the charge of the Secretary. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, and it may be used with the approval of the Secretary, for any purpose.
ARTICLE XII – NOTICE
To the extent permitted by law and except as these By-Laws expressly provide otherwise, any notice required to be given to any Director or member (whether pursuant to the provisions of any law, the Articles of Incorporation, or these By-Laws, or otherwise) must be given in writing. Such notice may be sent by facsimile, electronically, or by mail, and such notice shall be deemed to be given at the time when the same shall be sent.
Whenever any notice is required to be given pursuant to the provisions of any law, the Articles of Incorporation, these By-Laws, or otherwise, a waiver thereof in writing signed at any time (whether before or after the time stated therein) by the person or persons entitled to said notice shall be equivalent to said notice.
ARTICLE XIII – AMENDMENTS
The By-Laws may be amended or repealed either by a majority vote of the members present at an annual meeting of the corporation duly called and regularly held, at any special meeting, or by a majority vote of the members voting by a thirty-day (30) ballot.
A written notice of the proposed changes must be sent to the members thirty (30) days before such meeting. Amendments may be proposed by the Board of Directors or upon petition of any fifteen (15) Regular Members addressed to the Board of Directors. All such proposed amendments shall be presented by the Board of Directors to the membership with or without recommendation.
The revised By-Laws shall be effective seven (7) days after passage by the membership
ARTICLE XIV – CORPORATE BONDS, NOTES AND OTHER OBLIGATIONS
All checks, drafts and orders for payment of money shall be signed in the name of the corporation and shall be countersigned by such Officers or agents as the Board of Directors shall from time to time designate for that purpose. A record shall be kept by the Treasurer showing in different columns the dates, amounts, and times when all such obligations are due.
Notwithstanding any provision of this Article, the Board of Directors may authorize any Officer or Officer’s agent or agents of the corporation to enter into any contract or execute and deliver any bond, note or instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
The books and records of the MGRA shall be reviewed or audited every three years by a certified public accountant as determined by the Board. The resulting report and any management comments shall be submitted to the Board.
ARTICLE XV – PARLIAMENTARY AUTHORITY
The business meetings of the Board of Directors and of the corporation shall be conducted in accordance with the parliamentary procedure as contained in the current edition of ROBERTS RULES OF ORDER.
ARTICLE XVI – RESTRICTIONS
No member shall lobby on behalf of the corporation without prior authorization of the Board of Directors. The Board of Directors shall be authorized to represent the corporation and take positions on behalf of the corporation on legislation affecting the lobbying profession.
ARTICLE XVII – EXECUTIVE AND STAFF
The Board may operate: (1) without paid staff; (2) with a staff employed by the MGRA; or (3) through an outside management company.
The Chief of the MGRA’s paid staff, or, in the alternative, the person designated by the outside management company to manage the offices of the MGRA, shall have the title of Executive Director.
If the Board chooses to retain an outside management firm the terms and conditions shall be specified by the Board in a management contract.
ARTICLE XVIII – DISSOLUTION
The MGRA shall use its funds only to accomplish the objective and purposes specified in these Bylaws and no part of said funds shall belong, or be distributed, to the members of the MGRA. On dissolution of the MGRA, any funds remaining shall be distributed to one of more regularly organized and qualified charitable, education, scientific, or philanthropic organizations to be selected by the Board. The receiving organization(s) must hold a 501(c)(3) exemption with the Internal Revenue Service.
(Revised: April 1987; May 1990; June 1992; August 1994; May 1995; May 1997; June 1998; June 2000; October 2001; December 2002; December 2004; December 2005, October 2007, December 2014).