NAILS MISSION PROJECT, INC. BY-LAWSREVISED – MARCH 27, 2002 ARTICLE 1: OFFICESECTION 1. Principal Office. The principal office of the Corporation shall be at the Cumberland Neighborhood Housing Services, Inc. office, 400 N. Mechanic Street, Cumberland, Maryland, Allegany County. SECTION 2. Other Offices. 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 II: CORPORATION MEMBERS / MEETINGS SECTION 1. The members of the Corporation shall be the duly elected Board of Directors, as the same shall be constituted from time to time. SECTION 2. Annual Meeting. The annual meeting of the members of the Corporation shall be held the second Tuesday of March, for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting. SECTION 3. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the Chairman of the Board, the President, by a Vice President, or by a majority of the Board of Directors, and shall be called forthwith by the Chairman of the Board, the President, by a Vice President, the Secretary or any director of the Corporation upon the request in writing of a majority of all the members entitled to vote on the business to be transacted at such meeting. 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. SECTION 4. Place of Holding Meetings. All meetings of members shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors. SECTION 5. Notice of Special Meetings. Written notice of each Special Meeting of the members shall be e-mailed or mailed, postage prepaid by the Secretary, to each member of record entitled to vote thereat at his post address or e-mail address, as it appears upon the books of the Corporation, at least three (3) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and shall state briefly the purpose or purposes thereof. SECTION 6. Quorum. The presence in person 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 Corporation or by these By-Laws. 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 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. SECTION 7. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he or she is not present, by a Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he or she is not present, any Assistant Secretary shall act as Secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting. SECTION 8. Voting. At all meetings of members every member entitled to vote thereat shall have one (1) vote. Such vote shall be in person. 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 Corporation or by these By-Laws. ARTICLE III: BOARD OF DIRECTORSSECTION 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation. SECTION 2. Number and Term of Office. The desired number of directors shall be twelve (12), By amendment to these By-Laws as provided herein, the Board of Directors may be increased up to fifteen (15) persons but shall never be less than seven (7). Each director shall be elected for a period of three (3) years with classes of four directors so that the terms shall rotate and not expire in the same year. For a Board of seven (7) members, the term of each director shall be established in 3 classes of two (2), two (2) and three (3) respectively so that the terms shall rotate and not expire in the same year. SECTION 3. Nomination and Election of Directors. At least thirty (30) days prior to the Annual Meeting of the members of the Corporation, the Nominating Committee, shall decide upon a slate of directors, and shall present such slate to the Board of Directors of the Corporation not less than twenty (20) days prior to said Annual Meeting. Upon written request of at least one of the members of the Corporation, made to a member of the Nominating Committee not less than ten (10) days prior to said Annual Meeting, designating an additional slate or slates of directors, the Nominating Committee shall present such slate or slates to the Board of Directors of the Corporation. Immediately thereafter, the Secretary shall apprise the members of the Corporation of said slate or slates. The Nominating Committee shall thereafter present the said slate or slates of nominees to the members of the Corporation for election at the Annual Meeting. SECTION 4. Filling of Vacancies. 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 successor, or until he shall be removed, prior thereto, by an affirmative vote of a majority of the members. Similarly, and in the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office unto the next annual meeting of members. Any director may be removed from office with or without cause by the affirmative vote of a majority of the members entitled to vote at any special meeting of members regularly called for the purpose. SECTION 5. Place of Meeting. 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 Sate 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 telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland Corporation law. SECTION 6. Regular Meetings. 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; notice of a change of time or place for the holding of regular meetings of the Board shall be mailed or e-mailed to each director at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of members at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. SECTION 7. Special Meetings. 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 or e-mailing the same at least three (3) days prior to the meeting or by faxing 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. SECTION 8. Quorum. A majority of the whole number 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 By-Laws. SECTION 9. Required Vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution. SECTION 10. Compensation of Directors. Directors shall not receive any stated salary for their services. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. SECTION 11. Nominating Committee. The Board of Directors shall elect a Nominating Committee consisting of the President and at least one other director. The Nominating Committee shall be selected by the Board of Directors at the regular meeting of the Board of Directors following the annual meeting. ARTICLE IV: OFFICERS SECTION 1. Election, Tenure and Compensation. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and also such other officers including a Chairman of the Board and/or one or more Vice Presidents and/or one or more assistants to the foregoing 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 elected annually by the Board of Directors at its first meeting following the annual meeting of the members except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors, subject to the provisions hereafter set forth. SECTION 2. Powers and Duties of the President. 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. He or she shall preside at all meeting of the members. SECTION 3. Powers and Duties of the Vice President. The Board of Directors may appoint a Vice President and may appoint more than one Vice President. Any Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Directors or by the President. In case of the absence or disability of the President, any Vice President shall perform the duties of that office, and the taking of any action by any such Vice President in place of the President shall be conclusive evidence of the absence or disability of the President. SECTION 4. Secretary. 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 By-Laws, and in case of his 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 of members upon whose written request the meeting is called as provided in these By-Laws. 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 shall perform such other duties as may be assigned to him by the directors of the Resident. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same. 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. SECTION 5. Treasurer. 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. He or she 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 perform all the duties generally incident to the office of the treasurer, subject to the control of the Board of Directors and the President. SECTION 6. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Directors or the President. In case of the absence or disability of the Secretary, any Assistant Secretary shall perform the duties of that office, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary. SECTION 7. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall perform such other duties as may be assigned to him or her by the Board of Directors or the President. In case of the absence or disability of the Treasurer, any Assistant Treasurer shall perform the duties of the office, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer. ARTICLE V: COMMITTEESSECTION 1. At the first meeting of the Board of Directors and at each subsequent annual meeting, the Board shall make and designate committees to carry out the purposes of the corporation, as the Board of Directors may deem appropriate. SECTION 2. Executive Committee. An Executive Committee shall include, President, Secretary, Treasurer and or one (1) director to have a minimum of three (3) in attendance shall be authorized to act on matters requiring immediate attention. If a decision of great importance is required, in the judgement of the Executive Committee, a Special Meeting of the Board of Directors shall be called for consideration of that specific matter. ARTICLE VI: PROFESSIONAL STAFFNAILS may have a paid Professional Staff employed and under the Supervision of the Board of Directors, including but not limited to the following:
ARTICLE VII: BANK ACCOUNTS AND LOANSSECTION l. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors, shall be authorized to withdraw any or all of the funds of the Corporation so deposited in any bank 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 on behalf of this Corporation, and made or signed by such officers or agents; and each bank 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. There shall from time to time be certified to the banks 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 there shall be no such designation by the Board of Directors all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice-President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation. ARTICLE VIII: MISCELLANEOUS PROVISIONS SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December. SECTION 2. Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any officer or member, it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member or officer at such address as appears on the books of the Corporation, or in default of any other address, to such officer or member, at the general post office in the City of Cumberland, Maryland, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any member or officer may waive any notice given under these By-Laws. ARTICLE IX: AMENDMENTS SECTION l. Amendment of By-Laws. The members shall have the power and authority to amend, alter or repeal these By-Laws or any provision thereof, and may from time to time make additional By-Laws. SECTION 2. On June 9, 2009, the Board VOTED to eliminate or reduce participation fees for local volunteers on a case-by-case basis. ARTICLE X: INDEMNIFICATION SECTION 1. Definitions. As used in this Article X, any word or works that are defined in Section 2-418 of the Corporations and Corporations 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. SECTION 2. Indemnification of Directors and Officers. 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. SECTION 3. Indemnification of Employees and Agents. 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 each employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.
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