Article 1. Office
101. The principal office of the Corporation in Maryland shall be 4409 Saul Road, Kensington, Montgomery County, Maryland 20895.
102. The principal operations office of the Corporation shall be 636 I Street, N.W., Washington, D.C. 20001-3736. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.
Article 2. Members
Identity of Members
201. The Members of the Corporation shall be the duly elected, then acting Officers and Chapter Trustees of the American Society of Landscape Architects.
202. The annual and midyear meetings of the Members of the Corporation shall be held on days duly designated by the Board of Directors for the purpose of reviewing, revising if necessary, and approving the annual budget, program plan, and strategic priorities presented by the Board of Directors at such annual and midyear meetings, and for the transaction of such other corporate business as may come before the meetings. Each year at the annual meeting of Members, the Board of Directors annual election of its successors shall be ratified by an affirmative vote of the majority of all Members.
203. Special meetings of the Members may be called at any time for any purpose or purposes by the Board of Directors Chair or by a majority of the Directors. Special meetings may also be called at the written request of twenty-five percent (25%) of the Members. Upon receipt of such written request, the special meeting shall be called forthwith by the Board Chair, the President, or the Secretary of the Corporation. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of Members shall be confined to the purpose or purposes stated in the notice of the meeting.
Place of Holding Meetings
204. All meetings of Members shall be held at the principal operations office of the Corporation or elsewhere as designated by the Board of Directors.
Notice of Meetings
205. Written notice of each meeting of the Members shall be mailed, electronically or postage prepaid by the Secretary, to each Member of record entitled to vote thereat at his or her electronic or post office address, as it appears upon the books of the Corporation, at least thirty (30) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.
206. The presence in person or by proxy of a majority of the Members of the Corporation shall constitute a quorum at all meetings of the Members except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the Members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
Conduct of Meetings
207. Meetings of Members shall be presided over by the Chair of the Board of Directors of the Corporation or, if the Chair is not present, by a chair to be elected at the meeting. The Secretary of the Corporation shall act as secretary of such meetings; in the absence of the Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.
208. At all meetings of Members every Member entitled to vote thereat shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such Members or his or her duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these Bylaws.
If the chair of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of twenty-five percent (25%) or more of all of the Members entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of proxies and ballots shall be decided by the tellers. Such tellers shall be appointed by the chair of said meeting.
Article 3. Board of Directors
301. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.
Number and Term of Office
302. The number of Directors shall be nine (9) or such other number, but not less than seven (7) (or the minimum number required by the Maryland General Corporation Law) or more than thirteen (13), as may be designated from time to time by resolution of a majority of the whole Board of Directors. Directors need not be Members. The Directors shall serve for a period of one (1) year or until the next annual meeting of Members. At each annual meeting of the Board of Directors, the Directors shall elect their successors to hold office for a term of one (1) year upon ratification by the Members. Terms shall begin at the conclusion of the annual meeting of Members immediately following said election and ratification, and shall end at the conclusion of the next annual meeting of Members.
The Board of Directors shall elect a Chair as the first order of business at the regular meeting of the Board following the annual meeting. The Chair shall preside at all meetings of the Board and at all meetings of the Members, and shall be ex officio a member of all standing committees.
Filling of Vacancies
303. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining Directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto, by an affirmative vote of a majority of the Board of Directors.
Similarly and in the event of the number of Directors being increased as provided in these Bylaws, the additional Directors so provided for shall be elected by a majority of the whole Board of Directors already in office, and shall hold office until the next annual meeting of the Board of Directors.
Any Director may be removed from office with or without cause by the affirmative vote of a majority of the Directors entitled to vote at any regular meeting or special meeting of the Board of Directors duly called for that purpose.
Place of Meeting
304. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they may from time to time determine by resolution or by, written consent of all the Directors. The Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland Corporation law. The annual meeting of the Board of Directors shall be held on a day duly designated by the Board of Directors for the purposes of electing the Directors to succeed those whose terms shall expire at the annual meeting, and for the transaction of such other business as may properly come before the meeting.
305. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each Director at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors at which a Board of Directors is elected shall be held immediately prior to the annual meeting of Members. Any business may be transacted at any regular meeting of the Board.
306. Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least three (3) days prior to the meeting or by electronically mailing the same at least two (2) days before the meeting, to each Director; but such notice may be waived by any Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every Director shall be present, even though without notice, any business may be transacted and any Director may in writing waive notice of the time, place, and objectives of any special meeting.
307. A majority of the whole number of the Board of Directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these Bylaws.
308. Unless otherwise required by these Bylaws, an affirmative vote of a majority of those present shall be necessary for the passage of any resolution.
Compensation of Directors
309. Directors shall not receive any stated salary for their services as such, but each Director shall be entitled to receive from the Corporation reimbursement of the expenses incurred by him or her in attending any regular or special meeting of the Board, and such reimbursement shall be payable whether or not a meeting is adjourned because of the absence of a quorum.
310. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more standing committees, each standing committee to consist of two or more of the Directors, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such standing committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors, and may include additional members in an advisory capacity to be appointed by and to serve at the discretion the Chair of the Board of Directors.
The Chair of the Board of Directors shall have the power and authority to appoint such ad hoc committees or task forces that he or she may from time to time consider necessary for the proper conduct of the business of the Corporation. Each such ad hoc committee or task force shall be appointed for a specific purpose and duration, and shall have at least one Director among its members.
Article 4. Officers
Election, Tenure, and Compensation
401. The Officers shall be a President, a Secretary, and a Treasurer, and also such other Officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The Officers shall be appointed by a majority vote of the whole Board of Directors to serve until their respective successors are chosen and qualified and to hold their offices subject to the provisions of the corporate Bylaws and subject to the directions and control of the Board of Directors. The Officers may, but need not be, Directors. The offices of Secretary and Treasurer may be held by the same person, but no Officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged, or verified by any two or more Officers. The compensation or salary paid all Officers of the Corporation shall be fixed by resolutions adopted by the Board of Directors.
In the event that any office, other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these Bylaws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these Bylaws.
Except where otherwise expressly provided in a contract duly authorized by the whole Board of Directors, all Officers and Agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and Officers, Agents, and Employees shall hold office at the discretion of the Board of Directors.
Powers and Duties of the President
402. The President shall be the Chief Executive Officer of the Corporation and shall have general charge and control of all its business affairs and properties.
The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex officio a member of all the standing committees and shall do and perform such other duties as may, from time to time, be assigned by the Board of Directors.
In the event that the Board of Directors does not take affirmative action to fill the office of Board Chair, the President shall assume and perform all powers and duties given to the Board Chair by these Bylaws.
403. The Secretary shall give, or cause to be given, notice of all meetings of Members and Directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the Directors or Members upon whose written request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the Members and of the Directors in books provided for that purpose, and he or she shall perform such other duties as may be assigned to him or her by the Directors or the President. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.
404. The Treasurer shall have custody of all the funds and securities of the Corporation, and he or she shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, whenever either of them so requests, an account of all transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board or Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation in case of the Treasurer’s death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.
The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.
Article 5. Bank Accounts and Loans
501. Such Officers or Agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks, brokerage firms or trust companies as shall from time to time be designated by the Board of Directors and such Officers or Agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank, brokerage firm or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such Officers or Agents; and each bank, brokerage firm or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by Officers or Agents so designated by the Board of Directors until written notice of the revocation of the authority of such Officers or Agents by the Board of Directors shall have been received by such bank, brokerage firm or trust company. There shall from time to time be certified to the banks, brokerage firms or trust companies in which funds of the Corporation are deposited, the signature of the Officers or Agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as herein above provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President and countersigned by the Treasurer of the Corporation.
502. Such Officers or Agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board or Directors, shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such Officers or Agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the Officers or Agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to reply upon such certification until written notice of the revocation by the Board of Directors of the authority of such Officers or Agents shall be delivered to such bank, trust company, institution, corporation, firm or person.
Article 6. Reimbursements
601. Any payments made to a Director, or Officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by him or her, which shall be disallowed in whole or in part as an allowable expense by the Internal Revenue Service, shall be reimbursed by such Director, or Officer or other employee of the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the Director, or Officer or other employee, subject to the determination of the Board of Directors, proportionate amounts may be withheld from his or her future compensation payments until the amount owed to the Corporation has been recovered.
Article 7. Ethical Conduct
701. An individual, whether staff or volunteer, shall conduct themselves in a professional and ethical manner at all times while representing the Corporation. Professional and ethical behavior shall include, but not be limited to the following: refrain from conduct of any personal business, including negotiations for personal purchases, loans, etc., while representing the Corporation; refrain from negotiations on behalf of the Corporation for the purchase or acquisition, or the loan of items without authorization from the Board of Directors, as approved by a majority vote; and refrain from personal benefit of any kind through association with, or representation of, the Corporation.
Article 8. Miscellaneous Provisions
801. The fiscal year of the Corporation shall end on the last day of December.
802. Whenever, under the provisions of these Bylaws, notice is required to be given to any Director, Officer or Member, it shall not be construed to mean personal notice, but such notice shall be given in writing, by electronic mail or by depositing the same in a post office or letter box in a postpaid sealed wrapper, addressed to each Member, Officer or Director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any Member, Director, or Officer may waive any notice required to be given under these Bylaws.
Article 9. Amendments of Bylaws
901. The Members of the Corporation shall have the power and authority to amend, alter, or repeal these Bylaws or any provision thereof, and may from time to time make additional Bylaws. Any and all changes to these Bylaws shall require an affirmative vote by two-thirds (2/3) of all Members.
Article 10. Indemnification
1001. As used in this Article 10, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the "Indemnification Section") shall have the same meaning as provided in the Indemnification Section.
Indemnification of Directors and Officers
1002. The Corporation shall indemnify and advance expenses to a Director or Officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.
Indemnification of Employees and Agents
1003. With respect to an employee or agent, other than a Director or Officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.
Approved by the ASLA Fund Board of Directors on July 14, 2001
Adopted by the Full Voting Members of the Fund on December 13, 2001