Section I: Name & Address

Section 1: Name

The name of the Corporation shall be “Elder Services Provider Council of Frederick County, Inc.” which shall hereinafter be referred to as the ESPC or the Council.

Section 2: Address

The principal address of the ESPC will be P. O. Box 1769, Frederick Maryland 21702.

The Board of Directors shall, by resolution, designate a Resident Agent for the Corporation, as required by Maryland law.

Article II.  Purpose of the Council

The Elder Services Provider Council of Frederick County, Inc. (ESPC) is organized exclusively for educational and charitable purposes, including, for such purposes, the making of distributions to other organizations that qualify as exempt organizations under 501(c)(3) organization, along with government and quasi government entities of the Internal Revenue Code (or any corresponding provision of future federal revenue law); educating the community about issues relevant to older adults and resources available to them; identifying the local needs of older adults and ways of filling those needs; providing an open forum for information exchange among elder service providers; producing an annual Elder Expo in Frederick County, Maryland; donating a portion of the net proceeds from the Elder Expo and/or funds raised from other sources to charitable causes for the benefit of older adults in Frederick County, Maryland; and in general to exercise any, all and every power for which a non-profit corporation organized under the laws of Maryland can be authorized in furtherance of exempt purposes. 

Article III. Membership

Section 1: Members

Any business, corporation, organization or government agency currently providing, or expressing an interest in providing, a service to older adults shall be eligible for membership in the Council. Private individuals interested in the concerns of the older adult community in Frederick County, Maryland, shall also be eligible for membership. The Board of Directors may establish classes of membership and set the level of annual dues for each membership class. In no event shall any member individual or organization be given more than one vote on matters coming before the Council.

Section 2: Voting Rights and Quorum

Each member of the ESPC shall be eligible to cast one vote upon any motion that comes before the Council at a monthly, annual or special meeting of the ESPC. Each member that is a business, corporation, organization or government agency, (hereinafter “Organizational Member”) shall have one vote. When any action requires a vote of the membership, 50 percent of the organizational members shall constitute a quorum.

Section 3: Meetings

Meetings of the ESPC shall occur monthly as determined by the Board of Directors. Special meetings may be called by the Board of Directors and shall be announced sufficiently in advance to ensure proper notification to all members.

Section 4: Annual Meeting

An annual meeting may be held in first or second calendar month following the end of the fiscal year to report the statement of operations and financial status of the ESPC for the preceding fiscal year to the membership.

Section 5: Fiscal Year

The fiscal year for the ESPC will be from July 1st through June 30th.

Article IV. Board of Directors

Section 1: Management

The management of the ESPC will occur through the Board of Directors. The Board of Directors will have charge of the general management of the ESPC, approve business actions, hear grievances, and authorize and audit all expenditures.

Section 2: Board of Directors

Following the Organizational Meeting of the Initial Board of Directors, whose members are named in the Articles of Incorporation, dated and effective June 1, 2010, the Board of Directors will consist of the officers and committee chairs elected under the provision of Section 3 of this Article, as well as at least one at-large member.

The number of Directors may be increased or decreased from time to time by a majority vote of the ESPC membership or the Board of Directors. 

The Board of Directors shall meet in person at least once during each calendar quarter and may meet more often if the Board deems it necessary or appropriate, or if a special meeting needs to be called. Any meeting of the Board of Directors other than the required quarterly in-person meeting, may be held by teleconference or other electronic means. If a single vote or action by the Board of Directors is required between meetings and a special meeting is not feasible, the President may elicit a vote of the Board of Directors by providing notice and opportunity to vote by any means that may be reasonable under the circumstances, including mail, phone, fax or email. The outcome of any such vote shall be recorded by the Secretary and reported in the minutes of the next regular meeting of the Board of Directors. 

A majority of the Board of Directors shall constitute its quorum.  

The Board of Directors shall carry out the Council’s Charitable Giving Policy, which is attached as an addendum to these bylaws, and shall review grant applications and approve any proposed charitable disbursement.

Section 3: Officers and Committee Chairs

The elected officers shall consist of a President, Vice President, Secretary, and Treasurer. Two committee chairs, representing the Governance/Finance and Public Relations committees, will be elected to the Board of Directors. At least one member-at-large may also be elected to serve on the Board of Directors.

All board members will be elected by the membership as noted in Section 5 of this Article.

Section 4: Term

Any member or duly authorized representative of an Organizational Member shall be eligible for election as an officer or committee chair. An officer or director shall serve a two-year term with a maximum term limit of two consecutive terms in the same office. An individual shall not be precluded from being nominated and elected to a new term after at least a year’s absence from the Board of Directors. Furthermore, nothing in this section shall preclude an individual from being nominated and elected to serve in a different capacity. 

To be eligible to serve as President, a member must have served as Vice President, Secretary, or Treasurer immediately preceding the term to which he or she is nominated as President. 

Section 5: Elections

The Governance/Finance Committee shall submit officer nominations to the Board of Directors by April of each year. A full or partial slate of officers and directors shall be proposed to the membership for vote in June of each year, if one or more vacancies then exist in any office due to resignation, removal, or expiration of a term of office. Newly elected officers shall begin to serve in July and continue until June of the second year following, unless elected to fill the remainder of an expired term.

Elections shall be staggered, with the elections of President and Secretary taking place in odd-numbered years, and Vice President, Treasurer, and Member-at-Large taking place in even-numbered years. The Board of Directors shall be empowered to reduce a term of office to one year if needed to retain the appropriate staggering of elections.  

Section 6: Vacancy or Removal

In the case of death, resignation, or removal of an officer or director, the Governance/Finance committee shall then seek a replacement, and the election of the new officer or director will occur at the next regularly scheduled meeting of the membership. A new officer shall serve the remaining term of the office or position; the term limit specified in Section 4 of this Article does not commence until the new officer is elected for a regular two-year term. Committee chairs are also subject to the term limits set forth in Section 4 of this Article.

A director may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified, the resignation shall take effect upon receipt and acceptance of the Board of Directors. 

By three-quarters vote, the Board of Directors is empowered to remove any Director who has missed excessive Board meetings without legitimate reason or has demonstrated non-performance of duties as outlined in the ESPC bylaws. 

Section 7: Compensation

All officers and directors shall serve without compensation. Individuals may be reimbursed for expenses made on behalf of the Council if approved by the Treasurer and Governance/Finance committee.  All expenses shall be verified by original receipts submitted to the Treasurer.

Section 8: Conflict of Interest

Officers, the Board of Directors and members are expected to act objectively. Members with a potential conflict of interest shall be prohibited from voting on such matters. All members are expected to act in accordance with business and ethical actions. The Council’s Conflict of Interest Policy is attached as an addendum to these by-laws.

Article V. Officer Duties

Section 1: President

The President shall serve as the chief executive officer and as such provide active leadership of the Council and represent the ESPC in necessary capacities not delegated to the other officers. The President shall preside over all meetings including Board of Director and monthly membership meetings. The President may sign all written contracts and obligations of the ESPC, which must have prior approval from the Board of Directors to be legal and binding. In the event of the inability of the President to attend any event on behalf of the ESPC, an alternate may be appointed by the Board of Directors.

An immediate past president shall finalize uncompleted projects from the previous year and assist the new president as needed.

Section 2: Vice President  

The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President may be requested to work on special projects as needed.

Section 3: Secretary  

The Secretary shall record the minutes of proceedings of the monthly ESPC member meetings and the Board of Director meetings. The Secretary shall see that appropriate notice is given of all meetings of the membership and the board of directors. The Secretary shall also support the Public Relations Committee in maintaining the membership list. 

Section 4: Treasurer  

The Treasurer shall supervise, under the control of the Board of Directors, and in conjunction with the Governance/Finance Committee chair, the finances of the ESPC; review all committee financial requests that are submitted by committee chairs; receive and deposit in the name of the ESPC, in a bank or trust company selected by the Board of Directors, all ESPC monies; maintain the ESPC budget, collect all funds due the ESPC from all sources; issue receipts; make authorized disbursements; and at each Annual Business Meeting render an itemized statement of the financial condition and the receipts and disbursements of the ESPC for the previous fiscal year. 

The Treasurer shall be an authorized signatory on the bank account; other officers may also be authorized signatories on the ESPC bank account(s). The Treasurer will coordinate the change of signatures on bank records during the transitions of officers and will ensure continuity of budget and financial matters. 

Article VI. Committees

Section 1: Duties

Each standing committee shall have a chair who oversees the functions of the committee and represents the committee on the Board of Directors. All committees shall report regularly on their activities to the Board of Directors. Committees are not authorized to sign contracts or commit ESPC funds without the approval of the Board of Directors.

The committee chair will be elected by majority vote by the general membership to serve a two-year term, with a maximum limit of two consecutive terms. 

Committees will develop their purpose, set annual goals with measurable objectives, and determine their financial needs and/or budget requests as the committee’s work requires. All committee plans, actions and budgets are subject to the approval of the Board of Directors.

Each committee shall have reasonable flexibility in conducting its business, provided its actions are appropriately recorded and reported to the Board of Directors. A committee may, if it deems appropriate, authorize members to participate in meetings by phone rather than in person, and adopt procedures allowing the committee members to vote by phone, fax, or email.

Section 2: Standing Committees

Elections shall be staggered, with the elections of Public Relations and Elder Expo taking place in odd-numbered years, and Governance/Finance and Member-At-Large taking place in even-numbered years. The Board of Directors shall be empowered to reduce a term of office to one year if needed to retain the appropriate staggering of elections. 

Governance and Finance Committee: This committee is responsible for reviewing and drafting any suggested changes to the ESPC by-laws, establishing the nominations for slate of officer and director positions and seeking the replacement or removal of an officer or Director due to death, resignation or any other reason consistent with these by-laws. This committee will be responsible for conducting the elections of officer/director positions for the ESPC. In addition, this committee is responsible for the ESPC finances and budget, under the supervision of the Board of Directors and Treasurer. This committee will review the annual budget prior to Board review and prepare an annual operating budget for ESPC. This committee will also be responsible for determining funding sources to meet annual expenses. The committee will present a proposed annual budget to the Board of Directors for approval in advance of the fiscal year.

Public Relations Committee: The chair of the Public Relations Committee will oversee meetings, special events, communications, and publicity. This committee is responsible for planning and executing all publicity and external communications promoting the ESPC mission, services, and programs through print and electronic media, including the ESPC website, Facebook, and Twitter. This committee will maintain the Council’s electronic membership list in cooperation with the Secretary and will establish the annual meeting calendar, to include identifying hosts, locations, and speakers. 

Elder Expo Committee:   This is a long-standing committee that is devoted solely to the purpose of facilitating the Frederick County Elder Expo. The Expo Committee plans and executes the annual Frederick County Elder Expo. It includes and is open to all Council Members

Member-at-Large: The Member-At-Large will attend Board Meetings and ESPC membership meetings, stay abreast on what is occurring in committees, and serve as a voting member of the Board of Directors. 

Ad Hoc Committees: The Board of Directors may establish other committees as needs arise in the ESPC.

Article VII. Adoption and Ratification of Bylaws and Amendments; Repeal.

Section 1: Initial Approval

The Board of Directors shall have initial responsibility for the adoption, amendment or repeal of the Bylaws of the Council. A two-thirds majority vote of the entire membership of the Board of Directors shall be necessary to adopt, amend or repeal the bylaws of the Council.

Section 2: Ratification

Any Bylaws adopted by the Board of Directors, including any amendment, alteration or proposed repeal, shall not be finally effective until presented to the membership of the Council and ratified by a majority vote of those members present and voting. The ratification vote may take place at any general meeting, or at a special meeting called for that purpose. 

The foregoing Bylaws, as amended, were adopted by the Board of Directors on, and thereafter ratified by a majority vote of the Members of the Elder Services Provider Council of Frederick County, Inc. at a regular business meeting. 

 

Addendum

Charitable Giving Policy

This Charitable Giving Policy is in accordance with the purpose and mission of the Elder Services Provider

Council of Frederick County, Inc. (ESPC) and stated in its By-Laws as amended 5/8/2015 and ratified on 5/14/2015; and the Articles of Incorporation. The ESPC is a public charity under IRS Code 509(a)(2) and is exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code.

The PURPOSE of the Elder Services Provider Council, Inc. of Frederick County is organized exclusively for educational and charitable purposes, including, for such purpose as the making of distributions to other organizations that qualify exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or any corresponding provision of future federal revenue law); educating the community about issues relevant to older adults and resources available to them; identifying the local needs of older adults and ways of filling those needs; providing an open forum for information exchange among elder service providers; producing an annual Elder Expo in Frederick County, Maryland; donating a portion of the net proceeds from the Elder Expo and/or funds raised from other sources to charitable causes for the benefit of older adults in Frederick County, MD; and in general to exercise any, all and every power for which a non-profit corporation organized under the laws of Maryland can be authorized in furtherance of exempt purposes.

The Board of Directors is responsible for reviewing donation requests from Council members. Any organization may request a donation at any time by submitting a Donation Request Form via the ESPC web site (espcfrederick.com) or via the U.S. Mail to PO Box 1769, Frederick, MD 21702. All donation requests must meet the following criteria and be consistent with the purpose and by-laws of the ESPC:

1.      Recipient must be a 501(c)(3) organization, or a with government and quasi government entities

2.     Donation be used for the benefit of older adults

3.     Donation must be used exclusively in Frederick County, MD

4.     Donation must be in accordance with ESPC Conflict of Interest Policy

5.     Donation request must be submitted on the ESPC Donation Request Form

Donation requests that meet the criteria are reviewed and approved on a quarterly basis. The resulting awards are announced and presented at the March, June, September, and December ESPC monthly meetings. The annual budget for Charitable Giving under this policy is limited to an amount that will not cause the ESPC bank account to go below $15,000, thus allowing the Board of Directors to approve/decline requests as necessary to maintain the account.

All Donation Requests will be retained, and the outcome noted, collectively with the meeting minutes from ESPC and Board Meetings where Donation Requests are presented and voted upon. Each recipient organization will complete a post-award report within one year of receipt of donation by the ESPC, which will include the following:

1.      Recipient name, address, description of organization

2.     Geographical area of focus of organization

3.     Confirmation of 501(c)3 status and type

4.     Charitable donation amount and date received

5.     Description of how funds were used for the benefit of older adults in Frederick County

6.     Board Meeting Minutes/ESPC Minutes showing approval of Board of Directors and announcement to the Elder Services Provider Council of intent to contribute

CONFLICT OF INTEREST POLICY

By Resolution, adopted February 7, 2011, the Board of Directors of Elder Services Provider Council of Frederick County, Inc. (the “Council”) adopted this Conflict of Interest Policy:

Article I — Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Council or might result in a possible excess benefit transaction.

This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II — Definitions

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a.  An ownership or investment interest in any entity with which the Council has a transaction or arrangement,

b. A compensation arrangement with the Council or with any entity or individual with which the Council has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Council is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III — Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b.  The chair of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c.  After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d.  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b.  If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV — Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

a.  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V — Compensation

a.  A voting member of the governing board who receives compensation, directly or indirectly, from the Council for services is precluded from voting on matters pertaining to that member’s compensation.

b.  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c.  No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.