Article I: Members

Section 1.01: Annual Meeting

• The annual meeting of the Members shall be held each year on a date designated by the Board of Directors.
• Purpose:
  • To elect Directors.
  • To address any other corporate business.

Section 1.02: Special Meetings

• Special meetings may be called at any time by:
  • The President.
  • The Vice President.
  • More than 50% of the Members.

Section 1.03: Place of Meetings

• Meetings shall occur at the location specified in the meeting notice.

Section 1.04: Notice of Meetings

• Written notice must be provided at least 10 days before a meeting.
• Notice must include the:
  • Date.
  • Time.
  • Location of the meeting.
• Unanimous consent allows a meeting to occur without prior notice if all Members:
  • Waive notice.
  • Provide written consent.

Section 1.05: List of Members

• The Secretary shall prepare a complete alphabetical list of voting Members before each meeting.

Section 1.06: Quorum

• A quorum is achieved with a majority of Members present in person or by proxy unless otherwise required by law or the By-Laws.

Section 1.07: Conduct of Meetings

• A chairman, elected at the meeting, presides.
• The Secretary records proceedings unless another appointee takes the role.

Section 1.08: Voting

• Voting Rights:
  • Each Member in good standing has one (1) vote.
  • Votes may be cast in person or via a written proxy signed by the Member or an authorized attorney.
• Decisions require a majority of votes unless specified otherwise.

Section 1.09: Informal Action

• Members may take action without a meeting if all provide written consent, per Maryland law.

Section 1.10: Membership Qualifications

Eligible Applicants:

1. Primary Membership:
   • Holders of valid passenger bus operating certificates (e.g., USDOT, Maryland PSC).
   • Operate motor buses with a seating capacity of over 21 passengers (excluding the driver).
   • School buses are excluded.
2. Associate Membership:
   • Businesses engaged in manufacturing, selling, or servicing buses.
   • Providers of ancillary services (e.g., legal, accounting) to the transportation industry.

Section 1.11: Application for Membership

• Applications must include:
  • Written sponsorship from two Members.
  • Approval by a majority of the Board of Directors.

Section 1.12: Dues

• Annual dues, as set by the Board of Directors, are due by September 1st each year.

Section 1.13: Membership Changes

1. Termination:
   • The Board may expel a Member for cause after a hearing or for non-payment of dues.
2. Resignation:
   • Members may resign but remain responsible for unpaid dues or obligations.
3. Reinstatement:
   • Former Members may request reinstatement via written application to the Board.
4. Non-Transferable Membership:
   • Membership cannot be transferred or assigned.

Section 1.14: Liability of Members

• Members are not personally liable for corporate debts.
• Creditors must seek repayment solely from the Corporation’s assets.

Article II: Board of Directors

Section 2.01: General Powers

• The Board of Directors manages the Corporation’s property and business.

Section 2.02: Composition and Terms

• The number of Directors shall comply with legal minimums.
• Directors are elected annually and serve until successors are elected.

Section 2.03: Removal

• A Director may be removed:
  • For cause by a majority vote of the Board.
  • By a majority vote of Members at a special meeting (with prior notice).

Section 2.04: Vacancies

• Vacancies are filled by a majority vote of the remaining Directors.

Section 2.05: Meetings

• The Board must meet at least four (4) times per year.

Section 2.06: Special Meetings

• Special meetings may be called by:
  • The President.
  • Two (2) Directors.
• Written notice must be provided at least five (5) days prior.

Section 2.07: Participation and Location

• Meetings may occur in person or via teleconference if all participants can hear each other.

Section 2.08: Notice Waiver

• Directors may waive meeting notices through written consent.

Section 2.09: Quorum

• A majority of the Board constitutes a quorum for business transactions.

Section 2.10: Compensation

• Directors receive no salary but may be reimbursed for expenses.

Section 2.11: Voting

• Each Director has one (1) vote.
• Written proxies are allowed under specific conditions.

Section 2.12: Committees

• The Board may form or disband committees by majority resolution.

Article III: Officers

Section 3.01: Roles

• Required Officers: President, Vice President, Secretary, Treasurer.
• Additional roles may be created as needed.

Section 3.02: Election and Terms

• Officers are elected annually by the Board and serve until successors are elected.

Section 3.03: Compensation

• Officers are not compensated for their service.

Section 3.04: Responsibilities

President:

• General oversight of the Corporation.
• Presides over meetings and signs corporate documents.
• Ex-officio member of all committees.

Vice President:

• Assumes the President’s duties during absences.
• Performs duties as assigned.

Secretary:

• Records minutes of meetings.
• Ensures notices are delivered.
• Maintains corporate records.

Treasurer:

• Oversees funds and accounts.
• Provides financial reports to the Board.
• Ensures compliance with financial policies.

Article IV: Finances

Section 4.01: Bank Accounts

• Authorized signatories:
  • President.
  • Treasurer.
  • One additional designee.
• Withdrawals over $5,000 require dual signatures.

Article V: Indemnification

Section 5.01: Protection

• Directors and Officers are indemnified unless culpable of willful misconduct.

Section 5.02: Advance Expenses

• The Corporation may advance legal expenses under specific conditions.

Article VI: Miscellaneous

Section 6.01: Fiscal Year

• The fiscal year is determined by the Board.

Section 6.02: Notices

• Notices may be sent via:
  • Personal delivery.
  • Mail or facsimile.

Section 6.03: Records

• The Corporation shall maintain accurate records and minutes.

Section 6.04: Amendments

• Amendments to the By-Laws require a majority vote by the Board or Members.