A Maryland Corporation
ARTICLE I: OFFICES
The principal office of the Corporation shall be located in the City of Upper Marlboro, County of Prince George, State of Maryland. The Corporation may have such other office or offices, either within or without the State of Maryland, as the Board of Directors may from time to time designate or as the purposes of the Corporation may require from time to time.
ARTICLE II: PURPOSES
The Corporation is organized and shall be operated exclusively for charitable, educational and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute thereto (the "Code"), which includes the following specific purposes:
SECTION 2.01 To provide free online visual search for orchid identities to users worldwide
SECTION 2.02 To maintain a comprehensive database of published name and registration from multiple authorized sources, peer reviewed journal or academic papers.
SECTION 2.03 To exercise any, all and every power that a nonprofit corporation organized under the provisions of the Maryland Nonstock Corporation Law for charitable, educational, and scientific purposes, all for the public welfare, can be authorized to exercise but not any other purpose. None of the activities, funds, property or income of the Corporation shall be used in carrying on any political activity, directly or indirectly, or in attempting to influence legislation. Neither the Corporation nor its officers or directors shall, in their capacity as officers or directors of the Corporation, contribute to or otherwise support or assist any political party or candidate for elective public office. Any gifts, grants, scholarships and other rewards made by the Corporation shall be given or awarded in such manner as does not violate the restrictions under Code section 501(c)(3).
ARTICLE III. MEMBERS
SECTION 3.01 Number. The Corporation shall have one class of Members consisting of the Initial Incorporator and such other persons as the Members admit to Membership.
SECTION 3.02. Requirements for Membership. The Members may establish any additional criteria for Membership. No person shall become a Member unless approved by a majority of the Members. Such approval may be denied for any reason deemed sufficient by the Members even though the applicant may meet the stated criteria for Membership.
SECTION 3.03. Regular Meetings. Meetings shall be held as determined by the Members.
SECTION 3.04. Annual Meetings. The annual meeting of the Members shall be held on the first Friday of December of each year at the principal office of the Corporation or upon ten days notice to the Members at such other time or place as the Members shall determine.
SECTION 3.05. Special Meetings. Special meetings of the entire Membership may be called by the President, the Board or at the written request of 10% of the Membership. At least five days' written notice stating the time, place and purpose of any special meeting shall be given to the Members entitled to participate.
SECTION 3.06. Quorum. A majority of all Members shall constitute a quorum for the trans-action of business at the meeting.
SECTION 3.07. Voting. Each Member shall be entitled to one vote, in person, by ballot, by mail or by proxy in accord with Section 3.08. Unless otherwise required by these Bylaws, the manner of voting on any matter, including changes in the articles or bylaws, may be by voice vote, show of hands, or by ballot, as determined by the Members present, or by mail or electronic mail if determined by the Members and a means of voting is sent with notice of the question to be voted upon. At any time that there shall be a sole Member of the Corporation, the sole Member shall act by written statement of the action, which shall be filed with the Secretary. The acts of a majority of Members voting shall be deemed to be the acts of the Members.
SECTION 3.08. Voting by Proxy. Any absent Member eligible to vote at any meeting of the Members may be represented as present and may vote at such meeting by a proxy authorized in writing by the Member or by his or her duly authorized attorney in fact. Such written authorization must specify the matter with respect to which the proxy is granted and the person entitled to vote, must be signed and dated by the Member granting the proxy, and must be filed with the Secretary of the Corporation. A proxy shall be revocable at will but the revocation shall not be effective until notice of the revocation has been given to the Secretary of the Corporation. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.
SECTION 3.09. Unanimous Consent of Members in Lieu of a Meeting. Any action which may be taken at a meeting of Members may be taken without a meeting if a consent or consents in writing setting forth the action to be taken shall be signed by all of the Members and shall be filed with the Secretary of the Corporation.
SECTION 3.10. Expulsion from Membership. Any Member may be expelled from Membership, except an Initial Incorporator who may not be expelled, with or without the assignment of any cause, upon a majority vote of all Members present at a duly convened meeting of the Members, provided that written notice of the intention to expel and reasons therefor have been provided in the notice of the meeting. No Member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
SECTION 3.11. Honorary Titles. The Board may create such additional classes of "membership," such as contributing members or honorary members, as they see fit, but such person shall not have the right of Members under the Maryland Nonprofit Corporation Law of 1988, as amended (the "Act").
ARTICLE IV. DIRECTORS
SECTION 4.01. General Powers and Number. The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall exercise its full authority as granted by the Articles of Incorporation, by these Bylaws and by operation of law in establishing and maintaining such policies as are consistent with the purposes of the Corporation.
The Board of Directors of the Corporation shall initially be comprised of those individuals designated in the Corporation's Articles of Incorporation. The full, complete Board of Directors of the Corporation shall be not less than five (5) in number nor more than twenty-one (21) in number. The President of the Corporation shall serve as an ex officio member of the Board of Directors.
SECTION 4.02. Tenure and Qualifications. Except as otherwise provided by action of the Board of Directors, each director shall serve for a term of three years, whose terms shall be staggered so that approximately one-third of the directors shall be elected each year to three-year terms at the annual meeting of the Board of Directors. Additional directors appointed to expand the number of directors will be appointed to first year terms in a manner that conforms to the one-third rule. No person shall be eligible to serve more than three consecutive full three-year terms as a director of the Corporation.
SECTION 4.03. Resignation. Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein. If no time is specified, it shall take effect on the date of its receipt by the Secretary of the Corporation, who shall record such resignation, noting such date. The acceptance of a resignation shall not be necessary to make it effective.
SECTION 4.04. Annual Meeting. An annual meeting of the Board of Directors shall be held on the first Friday of December of each year, or at such other time and date within 30 days thereof as may be authorized by the Board of Directors and set forth in the notice of meeting, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Maryland, such meeting shall be held on the next succeeding business day. If the election of officers shall not be held on the day designated herein for any annual meeting of the Board of Directors, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Board of Directors as soon thereafter as convenient.
SECTION 4.05. Special Meetings. Special meetings of the Board of Directors may be called at any time and for any purpose or purposes by the President. A special meeting shall also be called by the Secretary of the Corporation upon the oral or written request of any two directors. Any such meeting shall be held at the time and place designated in the notice thereof to be given as provided in section 3.06.
SECTION 4.06. Notice; Waiver. Written notice of the date, time and place of all meetings of the Board of Directors, annual or special, shall be given by the President of the Corporation to each director. Such notice shall either be delivered personally, mailed, sent via facsimile, or sent via electronic mail to each director at his or her business address or at such other address as such director shall have designated in writing and filed with the Secretary, in each case not less than 48 hours before said meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Whenever any notice whatever is required to be given to any director of the Corporation under the Articles of Incorporation or Bylaws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION 4.07. Quorum. A majority of the number of directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.
SECTION 4.08. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.
SECTION 4.09. Methods of Conducting Meetings. Any and all directors may participate in a regular or special meeting or in a committee meeting of the Board of Directors by, or may conduct the meeting through the use of, any means of communications by which either of the following occurs:
(a) All participating directors may simultaneously hear each other during the meeting; or
(b) All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. If a meeting is to be conducted through the use of any of the means described in this section, all participating directors shall be informed that a meeting is taking place at which time official business may be transacted. A director participating in a meeting by any means described in this section is considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.
SECTION 4.10. Action by Written Consent. An action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action is signed by two-thirds of the directors then in office. A consent under this section shall have the same force and effect as a vote of the Board of Directors taken at a meeting. If written action is taken under this section by all directors, the written action shall be effective when signed by all directors, unless a different effective date and time are specified in the written consent. If written action is taken under this section by less than all directors, all directors shall be notified immediately of the text of the written consent and of its effective date and time. Failure to provide notice under this section shall not invalidate the action taken by written consent under this section. A director who does not sign or consent to the action taken by written consent shall not be liable for the action. If written notice is required, the written action shall be effective on the date specified in the written consent or on the tenth day after the date on which notice is given, whichever is later.
SECTION 4.11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
SECTION 4.12. Vacancies. Except as otherwise provided herein, any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the Board of Directors until the next succeeding annual election by the Board of Directors.
SECTION 4.13. Committees.
(a) Executive Committee. When the Board of Directors is not in session, an Executive Committee as described in Article IV shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by the Board of Directors.
(b) Other Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the directors, may designate one or more committees, each committee to consist of three or more of the Board of Directors who shall be appointed by the President of the Corporation to exercise, when the Board of Directors is not in session, the powers the Board of Directors delegates to such committee or committees. The President may also appoint one or more members of the Board of Directors as alternate members of any committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or the Chair of such committee. Each committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.
ARTICLE V. EXECUTIVE COMMITTEE
SECTION 5.01. Appointment. All officers shall serve ex officio on the Executive Committee upon election as officers of the Corporation.
SECTION 5.02. Authority. When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by the Board of Directors.
SECTION 5.03. Tenure. Those members of the Executive Committee which do not serve as ex officio members of the Executive Committee shall hold office for two (2) years from the date of the annual meeting of the Board of Directors at which he or she was designated and until his or her successor is designated as a member of the Committee and is elected and qualified.
SECTION 5.04. Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may affix from time to time by resolution. Special meetings of the Executive Committee may be called by the President or Treasurer of the Corporation thereof following the same notice procedure set forth in section 3.06. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. Any or all members of the Executive Committee may participate in a regular or special meeting of the Committee by, or may conduct the meeting through the use of, any means of communication described in section 4.09. Participation in a meeting pursuant to such communications shall constitute presence in person at such meeting.
SECTION 5.05. Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof. Action of the Executive Committee shall be authorized by the affirmative vote of a majority of the members present at the meeting at which a quorum is present.
SECTION 5.06. Action Without A Meeting. Any Executive Committee action may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the voting members of the Executive Committee.
SECTION 5.07. Vacancies. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors.
SECTION 5.08. Resignations and Removals. Any member of the Executive Committee may be removed at any time, with or without cause, by resolution adopted by a majority of the Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or to the Secretary of the Corporation, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5.09. Procedure. The President shall, when present, preside at all meetings of the Executive Committee. The Executive Committee may fix its own rules and procedures which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the first meeting of the Board of Directors following the Executive Committee meeting.
ARTICLE VI. OFFICERS
SECTION 6.01. Number. The principal officers of the Corporation (to the extent determined necessary by the Board of Directors) shall be a President, an Executive Vice President, a Treasurer, a Secretary, and such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Executive Vice President.
SECTION 6.02. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected every two (2) years by the Board of Directors at their annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. The President, Executive Vice President, Treasurer and Secretary shall be elected from among the Board of Directors; other officers need not be members of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected or until his or her prior death, incapacity, resignation or removal.
SECTION 6.03. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Election or appointment shall not of itself create contract rights.
SECTION 6.04. Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
SECTION 6.05. President. The President shall
(a) preside at all meetings of the Board of Directors;
(b) serve ex officio on all committees of the Board of Directors;
(c) serve as a liaison between the Board of Directors and the Executive Committee; and
(d) have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation's regular business or which shall be authorized by resolutions of the Board of Directors, except as otherwise provided by law. The President shall also have general responsibility for overseeing the affairs, policies and business of the Corporation.
SECTION 6.06. Executive Vice President. The Executive Vice President of the Board of Directors shall have authority in the absence of the President or in the event of his or her removal, death or refusal to act to perform the duties of the President. He or she shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors or the President.
SECTION 6.07. Secretary. The Secretary shall
(a) keep the minutes of the Board of Directors meetings;
(b) give all notices in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the Corporation's records and of the seal of the Corporation and affix the seal to all documents the execution of which, on behalf of the Corporation and under its seal, is duly authorized;
(d) keep a register of the post office address of each member; and
(e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
SECTION 6.08. Treasurer. The Treasurer shall see that a true and correct accounting of the financial transactions of the Corporation is made and that reports of such transactions are presented to the Board of Directors. The Treasurer shall have the care and custody of the funds of the Corporation, and shall cause the same to be deposited in such manner in such banks as the Board of Directors may direct.
ARTICLE VII. CONTRACTS BETWEEN CORPORATION AND RELATED PERSONS
Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which he, she or they are interested, or between the Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers or employees, or in which he, she or they are interested, shall be valid for all purposes, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, in accordance with Section 4958 of the Internal Revenue Code of 1986 or any successor statute thereto, authorize, approve and ratify such contract or transaction by a vote of a majority of the directors present, such interested director or directors to be counted in determining whether a quorum is present, but not to be counted as voting upon the matter or in calculating the majority of such quorum necessary to carry such vote. This ARTICLE VII shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto. Before approving any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which he/she or they are interested, or between the Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers or employees, or in which he/she or they are interested, the Board of Directors of the Corporation shall review the transaction to ensure that such transaction will not result in the imposition of excise taxes pursuant to Section 4958 of the Internal Revenue Code of 1986 or any successor statute thereto. This ARTICLE VII shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.
ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS
SECTION 8.01. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the President and by the Secretary and, when so executed, no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.
SECTION 8.02. Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
SECTION 8.03. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.
ARTICLE IX. VIOLATION OF INTELLECTUAL PROPERTY
SECTION 9.01. General Scope and Definitions.
SECTION 9.02. Determination of Copyright.
ARTICLE X. GENERAL
SECTION 10.01. Fiscal Year. The fiscal year of the Corporation shall be the year ending December 31.
SECTION 10.02. Corporate Seal. The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal."
SECTION 10.03. Amendment of Bylaws. These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by a two-thirds majority vote of the directors then in office.
SECTION 10.04. Dissolution. If the Corporation proves unable to carry out the purpose for which it was created, the Corporation shall be dissolved in accordance with law. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation to such organization or organizations, as the Board of Directors shall select, which are organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Code section 501(c)(3). If the Board of Directors proves unable to agree upon the disposition of the Corporation's assets, all residual assets shall be surrendered to the Circuit Court in the county in which the Corporation's principal office is located for disposition by the Court for the benefit of other organizations that are exempt under Code section 501(c)(3).