Constitution and Bylaws
CONSTITUTION AND BYLAWS
THE MARYLAND SENIOR OLYMPICS COMMISSION, LTD.
AMENDED AS OF SEPTEMBER 12, 2023
Article I – Purposes:
The purpose of this Commission is to promote, care for, and improve, the complete physical fitness and mental health of all senior citizen residents of the State of Maryland, and to foster athletic competition among senior athletes. The Commission shall endeavor to accomplish this goal by advising and assisting in the administering of the Maryland Senior Olympics. The Commission may be affiliated with the Recreation Departments of any or all Maryland counties and cities, Maryland Commission on Physical Fitness and the Maryland Office of Aging.
Article II – Membership:
The Commission shall be the governing body of the corporation and shall manage, control, and direct the business of the corporation and may exercise all powers specified in the Articles of Incorporation and the Maryland General Corporation Law necessary to carry out the purposes of the corporation including the hiring of an executive director and such other employees or contractors deemed necessary.
The Commission shall consist of no less than ten (10) persons appointed by the Senior Olympics Commission with an ex officio member appointed by Montgomery County Recreation.
Members of this Commission shall serve without compensation.
Unless excused, members not attending fifty percent (50%) of the Commission meetings in the fiscal year shall have their names submitted to the Commission for consideration for removal.
Article III – Administration:
Section 1: Officers of the Commission shall be a Chairperson, Vice-Chairperson, Secretary- Treasurer.
Section 2: The office of Chairperson, Vice-Chairperson, and Secretary-Treasurer shall serve for a term of two years or until successors have been elected. The terms of office for each officer shall be staggered as of December 2022 as follows: The initial election of the Chairperson shall be for one year and the Secretary-Treasurer shall be for two years and upon the expiration of said term subsequent terms shall be for two years. The initial election of the Vice-Chairperson shall be for two years. A vacancy in any office of these offices shall be filled by the Board of Commissioners at any regular or special meeting.
Article IV – Duties of Officers:
Section 1: The Chairperson shall be the chief executive officer of the Commission. The Chairperson shall preside at all meetings of the Commission. The Chairperson shall perform all duties incident to this office. The Chairperson shall be ex-officio, a member of all committees except the Nominating Committee. The Chairperson shall prepare an annual report of the activities of the Commission, submit it to the membership for approval and make it available upon request.
The Vice-Chairperson is to perform all the duties of the Chairperson in his/her absence along with any duties assigned to him by the Chairperson and assist as required.
The Secretary-Treasurer shall receive and deposit all funds belonging to the Commission and make a report at each meeting to the Commission. The Treasurer shall sign all checks for expenditures authorized by the Commission. There shall be an annual report of the Treasurer’s records by a committee appointed by the Chairperson.
The Secretary-Treasurer shall also be responsible for (1) Giving proper notice of all meetings of the membership under the supervision of the Chairperson. Any notice may be communicated in person, by telephone, by facsimile transmission or other form of wireless communication, or by mail or private carrier, (2) Recording and distributing the proceedings of the Commission meetings and present them to the Commission for approval at the following meeting and, (3) shall conduct the correspondence of the Commission as requested by the Chairperson or other authorized individuals, and (4) shall receive and reply to the Commission’s mail.
The Executive Director or the person acting in that capacity from the state of Maryland or any of its cities or counties shall conduct the day-to-day business of the Commission and all duties customary to that office with advice provided from time-to-time by the Board of Commissioners in correspondence or at meetings of the Board.
Article V – Executive Committee:
Section 1: Executive Committee – The Executive Committee shall consist of the Chairperson, Vice Chairperson, and Secretary-Treasurer, and should it be deemed necessary, the Board may approve the appointment of additional Commission members.
Section 2: The Executive Committee shall have the authority of the Board of Commissioners to conduct the day-to-day management of the Commission and such other business of the Commission as the Board of Commissioners may authorize from time to time.
Section 3: The Executive Committee shall keep regular minutes of its proceedings and shall report the same to the Board of Commissioners.
Article VI – Meetings:
Section 1: The Commission shall hold a minimum of eight (8) meetings per year. (50% of the Commission members must be present for a quorum.)
Section 2: The annual meeting of the Commission shall be held one month after the Senior Olympics of each year at a date to be determined by the Commission Membership. It shall be for the purpose of electing officers as necessary. A notice of this meeting shall be sent to the members at least two (2) weeks prior to the meeting date.
Section 3: Special meetings of the Commission may be called by the Chairperson, it being his/her obligation to notify membership at least seven (7) days in advance of said special meeting.
Section 4: The Chair, considering special circumstances, is authorized to call a meeting of the Commission via telephone or electronic conferencing when Commission Members are unable to attend a regularly scheduled or special meeting to conduct the regular business of the Commission. Such meetings require a minimum of three business days’ notice; and should a quorum be present, a majority vote of those present shall bind the Commission. In the event that a quorum cannot be present, the recommendations of the majority and minority shall be transmitted to those unable to participate within one business day of such meeting for their consideration with the absent Commission members having three business days of such electronic transmission to vote on the pending matter, which shall be adopted should a majority be recorded by those present at such electronic meeting in combination with those responding electronically.
Article VII – Committees:
There will be such standing committees as are necessary for conducting the business and the program of the Commission. The Chairperson shall appoint all Committee chairmen. The Membership of each committee shall be determined by the Committee Chairperson.
Article VIII – Elections of Officers:
Section 1: The offices of Chairperson, Vice-Chairperson, Secretary and Treasurer shall be elected by fifty percent (50%) of the Board of Commissioners at the annual meeting.
Section 2: There shall be a Nominating Committee appointed by the Commission Chairperson. The Nominating Committee shall be appointed at the first meeting after the Senior Olympics and will prepare and submit a slate of officers of the Commission at the annual meeting and it shall be voted upon during the annual meeting. Nominations may be made from the floor. Absent member nominations may be made, provided written consent of the nominee has been obtained and filed with the Secretary previous to the annual meeting.
Section 3: Elections shall be made by ballot with at least one nominee per office.
Article IX – Fiscal Year:
The fiscal year of this Commission shall be from January 1 to December 31.
Article X – Awards:
The Commission institutes awards as it deems desirable.
Article XI – Amendments:
This Constitution and Bylaws may be amended by a two-thirds vote of the Membership at any general meeting of the Commission, provided that a copy of the proposed amendment shall have been sent to each member of the Commission two (2) weeks prior to the meeting at which the amendment will be presented and voted upon. Proxy votes must be in writing to the Chairperson prior to the meeting.
Article XII – Parliamentary Authority:
The parliamentary Authority for this Commission shall be Roberts Rules of Order- revised.