CARVER CENTER FOUNDATION, INC.
AMENDED AND RESTATED BYLAWS
Adopted and Effective as of March 9, 2022
ARTICLE I: DIRECTORS AS MEMBERS
Carver Center Foundation, Inc., a Maryland nonstock corporation (the “Foundation”), has not elected in its articles of incorporation (as heretofore or hereafter amended, the “Foundation’s Charter”) or in its bylaws (as now or heretofore in effect) to have members. Accordingly, pursuant to Section 5-204 of the Corporations and Associations Article of the Maryland Annotated Code, for purposes of any law or rule relating to members of a nonstock corporation the Directors of the Foundation shall also constitute the members of the Foundation and, when meeting as Directors, may exercise all of the rights and powers of members.
ARTICLE II: BOARD OF DIRECTORS
SECTION 2.01 In General. The business and affairs of the Foundation shall be managed under the direction of its Board of Directors (the “Board”). All powers of the Foundation may be exercised by or under authority of the Board.
SECTION 2.02 Number of Directors. The Foundation shall have the number of Directors from time to time established by resolution of the Board, which number shall never be less than the minimum number, and shall never exceed the maximum number, specified in the Foundation’s Charter (which numbers are currently three (3) and twenty-five (25), respectively). Subject to the foregoing, at any regular meeting of the Board, or at any special meeting called for such purpose, a majority of the Directors entitled to vote thereon may establish, increase, or decrease the number of Directors, provided that the term of a Director shall not be reduced by any decrease in the number of Directors.
SECTION 2.03 Election and Tenure of Directors. Except as otherwise provided in SECTION 2.07 with respect to the filling of vacancies, Directors shall be elected at the annual meeting of Directors held as contemplated by SECTION 2.08. In general, each person who is elected to serve as a Director shall be elected for a term of approximately two (2) years, to serve until the second annual meeting following such person’s election and until his or her successor is elected and qualifies. Notwithstanding the foregoing, however, any person who is standing for election may, at the option of such person or of the Board, be elected to serve for a term of approximately one (1) year (until the next annual meeting and until his or her successor is elected and qualifies) if such shorter term is specified at the time of the election.
SECTION 2.04 Composition of the Board.
(a) The Principal of George Washington Carver Center for Arts and Technology (“Carver Center”) shall serve ex officio as a Director but, in accordance with the policies and rules promulgated by the Board of Education of Baltimore County (the “Board of Education”) shall not be entitled to vote.
(b) The Principal may also from time to time designate up to two members of the Carver Center faculty to serve as Directors (in each case for a term of two (2) years), subject to approval by the Board.
(c) In advance of each annual meeting of Directors to be held as contemplated by SECTION 2.08, the Principal may also designate at least one but not more than four current Carver Center students to serve as student members of the Board, each of whom, if elected, shall serve until the next annual meeting and until his or her successor is elected and qualifies.
(d) Any Director may serve more than one term; provided, however, that any such Director shall not be entitled to vote upon the matter of such Director’s reelection (but may be counted in determining the existence of a quorum at the meeting at which such vote is held).
(e) Notwithstanding the foregoing or any other provision of these Bylaws, at all times a majority of the Directors shall consist of persons other than the Principal, members of the Carver Center faculty, and current students of Carver Center.
SECTION 2.05 Voting by Directors. Any reference in these Bylaws to “voting Directors” or “voting members of the Board” means Directors who are entitled to vote, which is to say all Directors other than (i) the Principal and (ii) any other Director who, by virtue of a policy, rule, or regulation promulgated by the Board of Education, is prohibited from voting. Notwithstanding the foregoing, however, in order to avoid any actual or apparent conflict of interest, a Director who is a member of the Carver Center faculty shall automatically be recused from voting on any matter that relates to the approval of any grant or funding by the Foundation to or for the support of Carver Center or its students or faculty, whether in respect of any of Carver Center’s primes or academic programs, its student activities, or faculty or staff development (but may nevertheless be taken into account in determining whether a quorum is present at any meeting at which such a matter is, or is to be, considered).
SECTION 2.06 Removal of Director. Except as may be limited by statute or the Foundation’s Charter, the Board may remove any Director, with or without cause, by the affirmative vote of two-thirds of the voting members of the entire Board (excluding the Director whose removal is being considered).
SECTION 2.07 Vacancy on Board. A majority of the remaining voting Directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board that results from any cause (including the removal of any Director or an increase in the number of Directors). A Director elected to fill a vacancy shall serve until the next annual meeting of Directors and until his or her successor is elected and qualifies. A Director elected to fill a vacancy may succeed himself or herself if otherwise qualified.
SECTION 2.08 Annual and Regular Meetings. The Foundation shall hold an annual meeting of its Directors to elect Directors and transact any other business within its powers in May of each year or at such other time as shall be set by the Board. Except as the Foundation’s Charter or statute may otherwise provide, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not invalidate, impair, or otherwise affect the Foundation’s existence or any otherwise valid corporate acts. Other regular meetings of the Board shall be held on such dates and at such places as may be designated from time to time by the Board.
SECTION 2.09 Special Meetings. Special meetings of the Board may be called at any time by the Chairman of the Board (if the Foundation has elected to have a Chairman of the Board) or the President or by a majority of the voting Directors, either by vote at a meeting or in writing (including electronic mail) with or without a meeting. Any such special meeting of the Board shall be held on such date and time and at such place within the State of Maryland as may be designated in the notice of the meeting by the person or persons calling the meeting.
SECTION 2.10 Notice of Meeting. The Secretary shall give notice to each Director of each annual, regular, and special meeting of the Board, which notice shall state the time and place of the meeting. Notice is given to a Director when it is: (i) personally delivered in writing to him or her or left at his or her residence or usual place of business at least three (3) days before the date of the meeting; (ii) sent by electronic mail at least seventy-two (72) hours before the date and time of the meeting to the email address shown on the records of the Foundation or theretofore specified (either in writing or electronically) by such Director; or (iii) sent by U.S. mail (postage prepaid) no fewer than five (5) days before the date of the meeting to his or her address as it appears on the records of the Foundation or as may theretofore have been specified (either in writing or electronically) by such Director. Unless these Bylaws or a resolution of the Board provide otherwise, the notice need not state the business to be transacted at or the purpose of any annual, regular, or special meeting of the Board. Any meeting of the Board, whether annual, regular, or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement at the time of adjournment.
SECTION 2.11 Action by Directors, Quorum, etc. Unless statute or the Foundation’s Charter or these Bylaws expressly require a greater proportion, the action of a majority of the voting Directors present at a meeting at which a quorum is present constitutes action of the Board. Forty percent (40%) of the voting Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the voting Directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified.
SECTION 2.12 Unanimous Written Consent in lieu of Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if (i) all of the voting Directors provide written consents to such action (which may include consent transmitted electronically) and (ii) such written consents are filed with the minutes of proceedings of the Board.
SECTION 2.13 Meeting by Conference Telephone. Members of the Board may participate in a meeting by means of a conference telephone or similar communications equipment or capability (including video conference) if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.
SECTION 2.14 Attendance by Non-Directors. The Foundation will endeavor to communicate regularly with members of the Carver Center community (parents, students, alumni, faculty, staff, and other persons who have taken or expressed a willingness to take an interest in the work of the Foundation) to encourage participation in the Foundation’s activities and affairs and to solicit suggestions, proposals, or other matters for the Board’s attention. Members of the Carver Center community shall be encouraged to attend annual and regular meetings of the Board, but at any such meeting the presiding officer may require that all non-Directors excuse themselves from any portion of the meeting that the presiding officer reasonably deems may involve the disclosure or discussion of information that should remain confidential.
SECTION 2.15 Compensation. A Director may not receive any compensation for serving as such or for attendance at any annual, regular, or special meeting of the Board or any committee thereof but may receive reimbursement of reasonable out-of-pocket expenses of attending meetings in accordance with policies and procedures from time to time adopted by the Board. A Director who serves the Foundation in any other capacity (including providing professional or other services to the Foundation) may receive reasonable compensation for such other services pursuant to a resolution of the Directors approved by a disinterested majority of the voting Directors and otherwise in accordance with statute.
ARTICLE III: COMMITTEES
SECTION 3.01 In General. The Board may from time to time appoint such committees composed of one or more Directors as the Board deems appropriate, at least a majority of whose members shall be voting Directors, and may delegate to these committees any of the powers of the Board, other than the following (the “Reserved Powers”): (i) electing or removing Directors or executive officers; (ii) amending the Foundation’s Charter or Bylaws; (iii) adopting or materially modifying the Foundation’s annual budget; (iv) authorizing or incurring expenditures in excess of the annual budget previously adopted by the Board or outside the parameters established by such budget; (v) taking any action in direct conflict with any action previously taken by the Board; (vi) establishing any standing or special committee or discharging any committee (either with or without cause); (vii) approving the liquidation or dissolution of the Foundation or any merger with or into any other corporation or entity; or (viii) taking any action that pursuant to statute must be taken by the Board as a whole or by the Directors acting as the members of the Foundation.
SECTION 3.02 Executive Committee. The Foundation shall at all times have an Executive Committee consisting (at a minimum) of the President, the Secretary, and the Treasurer, together with such other voting members of the Board as the Board shall from time to time determine. Except as the Board otherwise specifies, the Executive Committee shall generally have and may exercise the powers and authority of the Board between meetings of the Board (other than the Reserved Powers, which may be exercised only by the entire Board).
SECTION 3.03 Committee Procedures. Each committee may fix rules of procedure for its business. A majority of the members of a committee who are voting Directors shall constitute a quorum for the transaction of business, and the act of a majority of those voting Directors present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee (other than the Executive Committee) present at any meeting, whether or not they constitute a quorum, may appoint a Director to act in the place of an absent member. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting if (i) all of the members of such committee who are voting Directors provide written consents to such action (which may include consent transmitted electronically) and (ii) such written consents are filed with the minutes of proceedings of the committee. The members of a committee may conduct any meeting thereof by conference telephone or similar communications equipment in accordance with the provisions of SECTION 2.13.
ARTICLE IV: OFFICERS
SECTION 4.01 Executive and Other Officers. The Foundation shall have a President, a Secretary, and a Treasurer, and (as determined from time to time by the Board) one or more Vice Presidents, who shall constitute the executive officers of the Foundation. The Foundation may also, but is not required to, have a President Emeritus (who shall be the most recent past President of the Foundation) and a Chairman of the Board. Each executive officer, as well as the President Emeritus (if any) and the Chairman of the Board (if any), must be elected to serve as a Director as a condition to service as an officer of the Foundation. The Board may designate who shall serve as the Foundation’s chief executive officer, having general supervision of the business and affairs of the Foundation, and as the Foundation’s chief operating officer, having overall responsibility for the operations of the Foundation, but, in the absence of any such designation, the President shall serve as chief executive officer and chief operating officer. A person may hold more than one office in the Foundation but may not serve concurrently as both President and a Vice President of the Foundation or act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.
SECTION 4.02 President. The President: (i) shall, in the absence of the Chairman of the Board (if one has been designated), preside at all meetings of the Board at which he or she shall be present; (ii) may sign and execute, in the name of the Foundation, all authorized deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Foundation; and (iii) in general, shall perform all duties usually performed by a president of a nonprofit corporation and such other duties as may from time to time be assigned to him or her by the Board or (if different from the President) the designated chief executive officer of the Foundation.
SECTION 4.03 Vice Presidents. The Vice President or Vice Presidents, at the request of the President or other chief executive officer, or in the President’s absence or during the President’s inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there is more than one Vice President, the Board may determine which one or more of the Vice Presidents shall perform which duties or exercise which functions, or, if such determination is not made by the Board, the President or other chief executive officer may make such determination. Each Vice President shall have such other powers and perform such other duties, and shall have such additional descriptive designation in his or her title, as may from time to time be assigned by the Board or by the President or other chief executive officer.
SECTION 4.04 Secretary. The Secretary: (i) shall keep the minutes of the meetings of the Board and of any committees in books provided for that purpose; (ii) shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) shall be custodian of the corporate records of the Foundation; (iv) may cause the corporate seal to be affixed to any document or instrument the execution of which is duly authorized and otherwise attest to the due authorization and execution of any such document or instrument; and (v) in general, shall perform all duties incident to the office of a secretary of a nonprofit corporation and such other duties as may from time to time assigned be to him or her by the Board or the President or other chief executive officer of the Foundation.
SECTION 4.05 Treasurer. The Treasurer: (i) shall have charge of and be responsible for all funds, securities, and receipts and disbursements of the Foundation; (ii) shall deposit or cause to be deposited, in the name and for the account of the Foundation, all monies or other valuable effects in such banks, trust companies, or other depositories as shall from time to time be approved by the Board; (iii) shall render to the President and to the Board, whenever requested, an account of the financial condition of the Foundation; and (iv) in general, shall perform all the duties incident to the office of a treasurer of a nonprofit corporation and such other duties as may from time to time be assigned to him or her by the Board or the President or other chief executive officer of the Foundation.
SECTION 4.06 Assistant and Subordinate Officers. The Foundation may also, but is not required to, have one or more assistant officers and subordinate officers as may from time to time be established by the Board. Such assistant and subordinate officers of the Foundation (if any) are all officers below the office of Vice President, Secretary, or Treasurer. The assistant or subordinate officers shall have such duties as are from time to time assigned to them by the Board or the President or other chief executive officer of the Foundation. The Board may from time to time authorize any committee or officer to appoint assistant or subordinate officers.
SECTION 4.07 Election, Tenure and Removal of Officers. The Board shall elect the executive officers and the President Emeritus (if any) and Chairman of the Board (if any) at each annual meeting. In general, each executive officer shall be elected for a term of approximately two (2) years, to serve until the second annual meeting following such person’s election and until his or her successor is elected and qualifies. Notwithstanding the foregoing, however, the President Emeritus (if any) and Chairman of the Board (if any), and (at the option of such person or of the Board) any other person who is standing for election, shall be elected to serve for a term of approximately one (1) year (until the next annual meeting and until his or her successor is elected and qualifies). Notwithstanding the foregoing, each officer shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by a majority of all of the voting Directors (excluding the officer whose removal is the subject of such vote). The Board (or, as to any assistant or subordinate officer, any committee or officer authorized by the Board) may fill a vacancy that occurs in any office for the unexpired portion of the term of such officer.
ARTICLE V: FINANCE
SECTION 5.01 Checks, Drafts, Etc. All checks, drafts, and written orders for the payment of money, notes, and other evidences of indebtedness issued in the name of the Foundation shall, unless otherwise provided by resolution of the Board, be signed by the Treasurer (or, if the Treasurer is unavailable, the Secretary) and countersigned by the President or a Vice President.
SECTION 5.02 Annual Statement of Affairs. The President shall prepare or cause to be prepared at least annually a full and correct statement of the affairs of the Foundation, which shall include a balance sheet and a financial statement of operations for the preceding fiscal year. The statement of affairs shall be submitted at the first regular meeting of the Board held after the end of such fiscal year and, within twenty (20) days after such meeting, placed on file with the Secretary or otherwise maintained in any other form that complies with law.
SECTION 5.03 Financial Matters. At or before the beginning of each fiscal year (or as soon thereafter as is reasonably practicable), the Board shall establish an operating budget for such fiscal year, which shall take due account of anticipated revenues, operating and other administrative expenses (“Operating Expenses”), and the costs and expenses of programs and activities that directly advance or fulfill the mission and purposes of the Foundation (“Program Expenses”). In formulating the annual budget and in managing the Foundation’s finances, the Board shall at all times maintain sufficient liquid assets to cover annual Operating Expenses and Program Expenses and a reasonable and prudent reserve amount to meet financial exigencies.
SECTION 5.04 Fiscal Year. The fiscal year of the Foundation shall be the annual period beginning July 1 and ending on the 30th of June next following.
ARTICLE VI: SUNDRY PROVISIONS
SECTION 6.01 Maintenance of Tax-Exempt Status. The Foundation shall not have any purposes or carry on any activities (other than as an insubstantial part of its activities) not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(a) and described in Section501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any future United States Internal Revenue law) (the “Code”) or (ii) by a corporation contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code. Without limiting the generality of the foregoing, in no event shall: (i) any part of the net earnings of the Foundation inure to the benefit of any private shareholder or individual; (ii) any substantial part of the Foundation’s activities consist of or include carrying on propaganda or otherwise attempting to influence legislation (except as expressly provided otherwise in Code Section 501(h)); or (iii) the Foundation participate in, or intervene in (including by publishing or distributing statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
SECTION 6.02 Books and Records. The Foundation shall at all times keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of the Board and of any executive or other committee when exercising any of the powers of the Board. The books and records of the Foundation may be in written form or in any other form permitted by law that can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction or as otherwise permitted by law. The original or a certified copy of the Foundation’s Charter and these Bylaws shall be kept at the principal office of the Foundation or otherwise maintained and made available as required or permitted by law.
SECTION 6.03 Corporate Seal. The Board may provide a suitable seal, bearing the name of the Foundation, which shall be in the charge of the Secretary. The Board may authorize one or more duplicate seals and provide for the custody thereof. If the Foundation is required to place or affix its corporate seal on or to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a corporate seal to place the word “Seal” adjacent to the signature of the person authorized to sign the document on behalf of the Foundation.
SECTION 6.04 Bonds. The Board may require any officer, agent, or employee of the Foundation to give a bond to the Foundation, conditioned upon the faithful discharge of his or her duties, with one or more sureties and in such amount as may be satisfactory to the Board, the cost of which bond shall be borne by the Foundation.
SECTION 6.05 Voting of Shares in Other Entities. Stock of or equity interests in other corporations, associations, or other entities registered in the name of the Foundation may be voted by the President, a Vice President, the Treasurer, or a proxy appointed by any of them. The Board, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.
SECTION 6.06 Waiver of Notice. Whenever any notice is required to be given pursuant to the Foundation’s Charter or Bylaws or pursuant to applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting of the Board or any committee need be set forth in the waiver of notice unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
SECTION 6.07 Amendments. The Board shall have the power, at any regular or special meeting thereof, (i) to make and adopt new Bylaws, or to amend, alter, or repeal any of the Bylaws, of the Foundation and (ii) to adopt such policies and procedures not inconsistent with law or the Foundation’s Charter and Bylaws as the Board deems appropriate.
ARTICLE VII: INDEMNIFICATION
SECTION 7.01 In General. Subject to and in accordance with the provisions of the Maryland General Corporation Law as from time to time amended (the “MGCL”), the Foundation shall to the fullest extent permitted by law indemnify any individual (including any Director or officer of the Foundation) against liability and reasonable expenses incurred by such individual, and make advances to pay such reasonable expenses, because the individual has been made a party to any action, suit, or proceeding by reason of serving or having served, as a Director, an officer, or in any other capacity, of either (i) the Foundation or (ii) any other entity (including any corporation, partnership, joint venture, trust, employee benefit plan, or any other enterprise or entity) at the request of the Foundation. The right to indemnification under this ARTICLE VII shall not be exclusive of any other rights (to indemnification, advances of costs and expenses, or otherwise) that may from time to time be afforded under the MGCL or other applicable laws of the State of Maryland or (to the extent permitted or not prohibited by the MGCL) by virtue of any contract with, undertaking or policy of, or other provision of the Bylaws of the Foundation.
SECTION 7.02 Exceptions. Notwithstanding the foregoing, in no event shall any individual be entitled to indemnification with respect to any liability or expense, or to any advances for expenses, if and to the extent that such indemnification or advance is prohibited by the MGCL or other applicable laws of the State of Maryland or would subject the Foundation to any excise tax under Section 4941 of the Code and the Treasury Regulations promulgated thereunder.
SECTION 7.03 Rights Unaffected. Neither the amendment or repeal of this ARTICLE VII, nor the adoption or amendment of any other provision of the Foundation’s Charter or Bylaws inconsistent with this ARTICLE VII, shall apply to or affect in any respect the applicability of the foregoing with respect to any act or failure to act that occurred before such amendment, repeal, or adoption.