Constitution and By-Laws

Maryland Area Guide Dog Users, Incorporated

CONSTITUTION AND BY-LAWS

Article 1 – Name & Principle Office:

(a) The name of this non-profit is the Maryland Area Guide Dog Users, Inc. ("MAGDUI"), whose principal office is presently located at: 14311 Astrodome Dr., Silver Spring, MD 20906. This reflects the address of the present treasurer, which may change either as a new treasurer is elected under these by-laws or MAGDUI acquires and opens a permanent business office to the public.

(b) The name of MAGDUI shall not be used by any person or organization without the expressed written consent of its Board of Directors.

Article 2 – Purpose(s):

(a) This non-profit is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

(b) The specific purposes shall be:

1. To promote acceptance and inclusion of guide dog users by all Federal and State governmental agencies and bodies, employers, public places of accommodation and the public, which shall occur through, among other means and settings, seminars and other educational events.

2. To promote expansion and standardization, and collaborate and strive to enhance enforcement of civil and criminal provisions governing the rights and responsibilities of guide dog users, with particular emphasis in the areas of access, employment, housing, personal injury, transportation and recreation. This shall occur through among other means and settings, as permissible, meeting with governmental representatives, reporting to governmental committees, agencies and boards.

3. To collaborate with guide dog training providers and organizations to contribute input into among others the topics of accommodation, health care, selection, and training for humans and guide dogs.

(c) To have the normal functions, operations, programs and pursuits incidental to a fully recognized and operational 501C3 non-profit.

Article 3 – Membership & Voting:

(a) MAGDUI shall be a membership organization, whose duly certified members may exercise the following actions and powers:

1. Vote for the election of the board of directors and officers.

2. Approve amendments to the Articles and Bylaws.

3. As permitted, Vote for MAGDUI's dissolution.

4. Give general direction as to issues, interests and concerns MAGDUI should pursue.

(b) MAGDUI shall have only one class of members, each of whom shall have the same rights or privileges and conditions, including –

1. Each member shall have only one vote that must be personally exercised.

2. Upon furnishing accessible demand to the Secretary, to inspect at any reasonable time and for a reason related to his or her membership, the books, records or minutes of proceedings of the members or of the board or any of its committees. Members shall have such other rights to inspect the books, records and properties of MAGDUI as legally required.

(c) Members shall be guide dog users, the relative of a guide dog user, or have demonstrated interest in issues and concerns of guide dogs.

(d) Members shall annually remit to the Treasurer, a membership fee, as determined based on applicable charges and fees required for members to belong to ACBM, MAGDUI and GDUI.

(e) A member of MAGDUI is not personally liable for the debts, liabilities or obligations of the non-profit.

(f) Membership shall terminate upon the occurrence of any of the following –

1. Upon his or her giving accessible notice of such termination and its delivery to the President or Secretary of MAGDUI.

2. Upon a failure to renew his or her membership by paying dues or fees on or before their due date, such termination to be effective 30 days after telephonic or electronic notification of delinquency is given to such member by the Treasurer. A member may avoid such termination by paying the amount of delinquent dues or fees within a 30 day period following the member's notification.

3. After providing the member with reasonable accessible written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues or fees already paid for the current dues period.

Article 4 – Meetings:

(a) MAGDUI shall annually hold, in connection with the ACBM, a general membership meeting. The President may call additional meetings for the general membership to convene together as a whole or in geographic cohorts.

(b) The time and place of the annual general membership meeting shall be determined based on the location of the convention of ACBM.

(c) The meetings of MAGDUI shall occur in any location and through such alternative means, such as telephone conference calls to best meet the transportation circumstances of the board of directors and members.

(d) Frequency and operation of meetings –

1. Board meetings shall occur quarterly, and special meetings may be called by the President upon advance notice to the board.

2. Meetings of both the Board of Directors and the members shall be presided over by the President, or in his or her absence, the Vice President, or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors or members present at the meeting.

3. The Secretary of MAGDUI shall act as secretary of all meetings of the board and general membership, and in his or her absence, the presiding officer of the meeting shall appoint another person to act as Secretary.

(e) At least ten registered members of MAGDUI shall constitute a quorum for conducting business. At least four voting members of the Board of Directors shall constitute a quorum.

(f) Notice –

1. The time, date and place of regularly scheduled meetings of the board of directors shall be determined at the conclusion of each quarterly meeting.

2. At least 2 weeks prior notice of each special meeting of the board shall be given by the President, or Secretary acting as designee of the latter.

3. When ever these by-laws mandate the provision of notice, it must be accessible and may be delivered and communicated personally, by telephone or by e-mail.

4. Whenever these by-laws require the provision of notice, it shall state the place, date and time of the meeting and the proposed matters.

(g) The most recent edition of the Robert's Rules of Order shall govern the operation of meetings.

Article 5 – Fiscal Year:

(a) The fiscal year of MAGDUI shall be from January 1 through December 31.

(b) All fees, membership and other requirements of affiliation with the ACBM and GDUI shall be provided as determined by those organizations.

Article 6 – Directors & Officers:

(a) Number –

1. MAGDUI presently has seven voting directors and one non-voting director collectively known as the Board of Directors. The board of directors shall not expand beyond eleven persons and shall never have an even number of voting members.

2. The officers of MAGDUI shall comprise members of the Board of Directors.

3. There shall be a President, a Vice President, a Secretary and a Treasurer.

(b) Qualifications –

1. Directors, including officers shall be at least 18 years old.

2. Directors, including officers must be in good standing and active members of MAGDUI.

3. Directors, including officers must meet the general requirement of membership set forth in Article 3(c).

1. Subject to the provisions of Maryland law, the activities and affairs of MAGDUI shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

2. The Directors, including officers of MAGDUI shall have the following duties –

(A) Through resolution, appoint and remove, employ and discharge, and prescribe the duties and fix the compensation, if any, of agents or employees.

(B) Supervise all officers, directors, agents and employees to assure that their duties are performed properly.

(D) Register their contact information with MAGDUI's Secretary.

3. The directors, including officers shall perform the usual duties of their office.

(d) Term of office –

1. MAGDUI’s entire board of directors shall be elected each two years, with officers being elected in even-numbered years and other directors being elected in odd-numbered years.

2. Each director, including officers, shall hold office for 2 years and shall serve until his or her successor is elected.

3. The President shall not be elected to more than three consecutive terms or no more than 8 years upon taking the office after the death, resignation, or removal of the predecessor and appointment to the office of President thereto.

4. The Vice President shall not be elected to more than three consecutive terms or no more than 8 years upon taking the office after the death, resignation, or removal of the predecessor and appointment to the office of Vice President thereto.

5. The Secretary and Treasurer shall not be elected to more than three consecutive terms or no more than 8 years upon taking their respective offices after the death, resignation, or removal of their predecessor and appointment to their office thereto.

6. For the purposes of calculating the number of terms an individual has served in any office, a partial term, (any term less than a term provided herein), shall not be considered as a term in office.

(e) Directors, including officers shall serve without compensation, except that a reasonable fee, if MAGDUI's finances permit, may be paid to directors, including officers, to help with attending regular and special meetings of the board. In addition, Directors, including officers, shall, if finances permit, be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

(f) In addition to the seven voting members of the board of directors, the immediate Past President shall be a member of the Board of Directors, but shall not have voting privileges. The immediate Past President shall serve until there shall be a new immediate Past President or until elected to another position. Upon resolution of the board and a majority vote, the immediate past president may be designated and serve as a non-voting Chairman of that body. The board or membership may never make the immediate past president a voting member of the board of directors.

(g) The President and at least one other officer shall be guide dog users.

(h) Election of directors, including officers-

1. Shall be by a simple majority of members present and eligible to vote at any election.

2. Voting shall be by secret ballot and through accessible means.

3. If no nominee receives a majority of the vote on the first ballot, a second ballot shall be cast between the two nominees receiving the largest number of votes on the first ballot.

(i) Vacancies and appointments of directors, including officers –

1. Vacancies on the Board of Directors shall exist on the death, resignation or removal of any director, including an officer.

2. Any Director, including an officer may resign effective upon giving advance accessible notice to the President. In the case of resignation of the president, notice shall be given to the secretary.

3. No Director, including an officer may resign if the non-profit would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this State.

4. Directors, including officers may be removed from office only upon cause. Directors, including officers shall be removed only after such directors or officers have an opportunity to explain their case at a meeting of the general membership and a majority vote thereby for dismissal. The foregoing removal explanation and dismissal process may occur at either a general membership meeting or special meeting, what ever be the closest.

5. Appointments –

(A) Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of Law, vacancies on the Board may be filled by appointment of the President and a majority vote of the Board of Directors.

(B) If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director.

(C) A person elected to fill a vacancy on the board shall hold office until the next election of the Board or until his or her death, resignation or removal from office.

(k) The directors, including officers shall not be personally liable for the debts, liabilities or other obligations of MAGDUI. Indemnification and maintenance of insurance by MAGDUI of Directors, including officers

1. The directors of MAGDUI, including officers shall be indemnified by the non- profit to the fullest extent permissible under the laws of this state and as finances allow.

2. Except as may be otherwise provided under law, the Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the non-profit (including a director, officer, employee or other agent) against liabilities asserted against or incurred by the agent.

Article 7 – Committees:

(a) The non-profit shall have such other committees as may from time to time be designated by the President and approved by the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

Article 8 - IRC 501(c)(3) Tax Exemption Provisions, Records & Financiers of MAGDUI:

(a) Limitations on Activities –

1. No substantial part of the activities of MAGDUI shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code). MAGDUI shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

2. Notwithstanding any other provisions of these Bylaws, MAGDUI shall not carry on any activities not permitted to be carried on -

(A) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

(B) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

(b) Prohibition Against Private Inurement - no part of the net earnings of MAGDUI shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the non-profit shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

1. Upon the dissolution of MAGDUI, its assets remaining after payment, or provision for payment, of all debts and liabilities of this non-profit shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.

2. Such distribution shall be made in accordance with all applicable provisions of the laws of this State.

(d) Private Foundation Requirements and Restrictions - in any taxable year in which MAGDUI is a private foundation as described in Section 509(a) of the Internal Revenue Code, MAGDUI

1. Shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code.

2. Shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code.

3. Shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code.

4. Shall not make any investments in such manner as to subject the non-profit to tax under Section 4944 of the Internal Revenue Code.

5. Shall not make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code.

(e) MAGDUI shall keep at its principal office –

1. Minutes of all meetings of directors, committees of the board and, of all meetings of members, shall indicate the time and place of holding such meetings, whether regular or special, the notice given and the names of those present and the proceedings thereof.

2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

3. A record of its members, indicating their names and addresses, and the termination date of any membership.

4. A copy of the Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.

(f) The board shall cause, within the time limits set by law, any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members.

(g) The Board of Directors, except as otherwise provided in law, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of MAGDUI, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind MAGDUI by any contract or engagement, to pledge its credit, or to render it liable monetarily for any purpose or in any amount.

(h) Finances –

1. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by Law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness shall be signed by the President or Treasurer. The President or Treasurer may not engage in financial transactions above $150.00 without prior board notification and a majority vote thereto.

2. All funds of MAGDUI shall be deposited from time to time to the credit of the non-profit in such banks, trust companies or other depositories as the Board may select.

3. The Board may accept on behalf of MAGDUI, any contribution, gift, bequest or devise for its nonprofit purposes.

ARTICLE 9: – AMENDMENTS

There shall be a committee charged with the task to review these by-laws and propose changes, if necessary to them. Any proposed changes to the by-laws will be discussed at a general membership meeting and be voted on at that time. A two-thirds majority of the total number of members present at a properly constituted general membership meeting is necessary to amend these by-laws.

ADOPTION OF BYLAWS

We, the undersigned, are either all of the initial directors or incorporators of this corporation, or its members and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of __________ preceding pages, as the Bylaws of this corporation.

Dated: __________

_________________________________________