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Bylaws of the Perry Hall White Marsh Business Association


ARTICLE I

NAME

The name of this organization will be known as Perry Hall/White Marsh Business Association, Inc. (hereafter referred to as PHWMBA).


ARTICLE II

PURPOSE

1. To provide a forum for bringing business and community together.

2. To support other local associations with shared goals.

3. To promote the PHWMBA service area as a place to live, work, and shop for the benefit of all.


ARTICLE III

SERVICE AREA

The PHWMBA is dedicated to serving the interests and concerns of its members who wish to do business and develop professional relationships in the section of Baltimore County known as Perry Hall/White Marsh and its surrounding vicinity.


ARTICLE IV

MEMBERSHIP

Section 1. Membership of the PHWMBA shall consist of individual business owners and professionals, retail and service entities, businesses, associations, or professional establishments who do business with or can be of value to enhance the business of existing members in the PHWMBA as specified in Article III. Each member shall be entitled to but one vote in all matters voted upon by PHWMBA. Prospective business members will complete an online membership application that will be reviewed for acceptance or rejection. Any applicant may be declined by a majority vote of the Board.

Section 2. Dues are payable on 1st of the month of the member’s anniversary date in the succeeding year at an amount determined by the Board of Directors.

Section 3. A roster of the members will be prepared, updated, and made available to all members.

Section 4. A member cannot represent or make commitments on behalf of the PHWMBA. The Board of Directors must approve official action.


ARTICLE V

MEETINGS / ELECTIONS

Section 1. Scheduling of meetings, all of which shall be open to the general membership, will be the responsibility of the Board of Directors.

Section 2. Nominations for officers and directors will be announced and accepted in October. Nominees must be members of the PHWMBA for at least six months. Ballots will be prepared, distributed, and due back by a date in December determined by the Board, at which time the results of the election will be announced via email to the membership. Newly elected officers will be installed and take office in January and serve a one-year term.

Section 3. A majority of members voting will determine the outcome of any election.


ARTICLE VI

BOARD OF DIRECTORS

Section 1. The Board of Directors is the governing unit of the PHWMBA. They will be responsible for the management and control of the PHWMBA and all of its properties. The members of the Board of Directors will make whatever purchases and payments it shall deem necessary and proper to the conduct of the PHWMBA and will exercise general supervision over the interest and affairs of the PHWMBA.

Section 2. The Board of Directors will be made up of the President, Vice President, Secretary, and Treasurer and Directors at large for a total of no more than nine (9) people.

Section 3. The Board of Directors will be empowered to appoint a new director to fill a vacancy. The newly appointed director will serve until the next election.

Section 4. The Board will meet a minimum of ten times a year.

Section 5. Any issue coming before the Board for vote must be decided by a majority of those Board members present, providing a quorum is reached. A quorum will consist of a majority of the Board of Directors.

Section 6. The Board of Directors will be the final authority in the interpretation of these bylaws.

Section 7. A petition to remove any Board member must be supported by more than 50% of the members of the Board of Directors.


ARTICLE VII

OFFICERS AND COMMITTEES

Section 1. Officers of the PHWMBA shall consist of the President, Vice President, Secretary, and Treasurer.

Section 2. The President will preside at all meetings of the PHWMBA and will be charged with the general supervision of the association. He/she will appoint chairpersons for all committees and otherwise conduct the business affairs of the PHWMBA and perform other duties normally considered appertaining to this office.

These duties also include setting the agenda for all meetings, representing the association at community and political events, contributing a column for the monthly newsletter, and overseeing content of the website.

Section 3. In the absence or disability of the President, the Vice President will perform all duties assigned to the President. He/she will be expected to assist the president in every way possible in the promotion of the welfare of the PHWMBA and its members.

Section 4. The Secretary will prepare and send all official communications ordered by the PHWMBA and will be responsible for all correspondence of the PHWMBA and the Board of Directors. He/she will also be responsible for the permanent recording of the minutes of each meeting, other than committee meetings, and have those minutes available for inspection. The Secretary will assume any other duties normally appertaining to this office. In the absence of the President and Vice President, the Secretary will be the presiding officer.

Section 5. The Treasurer shall be responsible for the handling of the PHWMBA funds; keeping full and complete records of all receipts and disbursements; preparing and filing annual financial reports, or at any other time when required by the Board of Directors. He/she shall be responsible for the payments of all accounts approved by the Board and shall otherwise transact any and all other duties that normally relate to this office. The Board may direct an audit to be conducted by a Finance Committee or by such person or persons designated by the Board.

Section 6. All Board members are expected to attend all board meetings, general meetings and networking events.

Section 7. If a Board member does not fulfill above commitments and/or has 6 unexcused absences from meetings and events, that Board member shall be replaced.

Section 8. Committees will be formed as needed to carry out the purposes of the PHWMBA. Committees will submit minutes and a report of meetings to the Board at the monthly Board of Directors meeting.

ARTICLE VIII

EXECUTION OF INSTRUMENTS OF FINANCE

Section 1. The Board shall designate who can sign checks or make withdrawals.

Section 2. Any expense must be approved by the Board of Directors.

Section 3. The fiscal year for the PHWMBA will be the calendar year.

Section 4. The books of the PHWMBA may be audited by a person or persons designated by the Board of Directors.

Section 5. Lending or borrowing money or any contributions must be approved by a majority vote of the Board of Directors.

ARTICLE IX

REVISION TO BYLAWS

Section 1. A copy of the bylaws will be available at the request of any member. Additional copies will be available through the Secretary.

Section 2. Bylaws can be revised as deemed necessary by the Board of Directors.

Approved by the PHWMBA Board of Directors, October 24, 2019.


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