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ARTICLE I  - Board of Directors

 

SECTION 1- The officers and members at large of SSWIM shall constitute the Board of Directors.

 

SECTION 2- The Board shall manage the business and affairs of SSWIM between its business meetings, fix the time and place of meetings, make recommendations to SSWIM and perform such other duties, as specified in the BY-LAWS.  The Board shall be subject to the orders of SSWIM and none of its acts shall conflict with actions taken by SSWIM & D.C.

 

SECTION 3- Each member of the Board shall serve for a term of two years. The terms of office shall commence on January 1st and end on December 31st of the following year.

 

SECTION 4- Absence from three consecutive meetings of the Board of Directors may be grounds for removal from the Board.

 

SECTION 5- A regular meeting of the Board of Directors shall be held immediately after the annual meeting and at least once each quarter to carry on the business of SSWIM.

 

SECTION 6- Members of the Board shall not receive any salary for their services as Directors. Actual expenses may be allowed for attendance at any meeting or business related to SSWIM. at the discretion of the Board.

 

SECTION 7- A majority of the Board members shall constitute a quorum.

 

SECTION 8- Vacancies on the Board shall be filled by the affirmative vote of the majority of the remaining Board members for the unexpired portion of the term.

 

ARTICLE II – Officers

 

SECTION I – The officers of SSWIM shall be President, Vice-President, Secretary, and Treasurer and they shall constitute the Steering Committee.

 

SECTION II – The officers shall be elected by ballot and majority vote at SSWIM’s annual meeting from and by the members.  Candidates for office must be members in good standing.  The term of President, Treasurer, and seven (7) Members-At-Large shall be for two (2) years.  The term of Vice-President, Secretary, and three (3) Members-At-Large shall be for two (2) years.  All members of the Board shall be elected for two (2) year terms on an alternating basis.  If vacancies are left when Board members are elected to new Board positions, alternating elections may need to be changed at the Board’s discretion.

 

SECTION III - The President shall appointment a Nominating Committee of at least one (1) member not later than six (6) weeks before the date of the next election.  The Committee shall be selected from the SSWIM membership.  The Committee will prepare a slate of at least one candidate for each office.  Attempts will be made to solicit nominations from various parts of Maryland.  The slate will be made available to members at least thirty (30) days prior to the election.

 

SECTION IV – Officers may be removed from office for cause at any SSWIM meeting by a two-thirds (2/3) vote of members present, providing that notice of such intent has been submitted in writing to all members at least ten (10) days prior to the meeting. 

 

SECTION V – The officers shall serve in their respective capacities both with regard to SSWIM and its meetings as well as the Board and its meetings.

 

  1. The President shall preside at all meetings of SSWIM and shall be responsible for day-to-day operations of SSWIM and shall have the duties and powers normally applying to the office of President in addition to those particularly specified in the CONSTITUTION.

  2. The Vice-President shall have the duties and exercise the powers of the President in the event of the President’s absence or inability to serve.  Should the President be unable to attend two (2) consecutive meetings then the President’s position may be filled according to Article 1, Section 8.  The Vice-President shall also serve as a member of all committees and shall assume other responsibilities and duties as requested by the Board or the President.

  3. The Secretary shall keep a record and minutes of all SSWIM and Board meetings and of all matters of which a report shall be ordered by SSWIM.  He/she shall have charge of SSWIM and Board correspondence, notify members of meetings, notify officers and directors of election to offices, keep a roll of the Board members of SSWIM, keep attendance records of all meetings and carry out such other duties as are prescribed in the CONSTITUTION and/or as requested by the Board or President.

  4. The Treasurer shall be responsible for and keep an account of all SSWIM monies, presenting a report at each Board of Directors meeting, preparing an annual budget, filing all required documents, and arranging and assisting in the annual audit, disbursing funds in accordance with the procedures of the Board, and carry out such other duties as requested by the Board or President.

  5. Members-At-Large shall represent the membership of SSWIM and serve

on the Board of Directors for a term of two (2) years. Seven (7) Members-At-Large will be elected. They shall have the responsibility of communicating with members and may serve as committee chairs.

 

 

ARTICLE III - Meetings and Voting

 

SECTION I – SSWIM business shall be conducted at meetings to be determined by the Board of Directors.  Workshops and conferences shall be planned and conducted with the approval of the Board of Directors.  Written notice of SSWIM general meetings and conferences shall be the responsibility of the Secretary who will inform each member.

 

SECTION II – The Steering Committee shall act on behalf of the organization between regular meetings of the Board.  If other important decisions need to be made which the Steering Committee cannot handle, the Board of Directors can be polled electronically or by mail.

 

SECTION III – The Board of Directors shall meet under guidelines to be established by the Board.

 

SECTION IV – A quorum shall be necessary to conduct business of the Board.

 

SECTION V – An annual meeting of the members of SSWIM shall be held once a year, in the fall in the state of Maryland with the time and place to be determined by the Board of Directors.  The purpose of the annual meeting shall be to pass upon reports for the previous fiscal year and for transacting such business as may come before the meeting.  Specific meetings of members may be called by resolution of the Board of Directors or upon a written request signed by 10 percent (10%) or more of all members.

 

SECTION VI – The Committee chairpersons may become voting members of the Board based on a majority affirmative vote by the board. 

ARTICLE IV – Association Year

 

SSWIM’s fiscal and official year shall begin on the first (1st) day of January and end on the thirty-first (31st) of December annually.

ARTICLE V – Committees

 

SECTION I  - The Board of Directors shall be empowered each year to appoint and terminate all standing and special committees.  Standing committees may include, but shall not be limited to:  Steering, Finance, Nominating, Membership, and Publicity and Promotion.  Special committees may also be appointed by the Board to assist it with particular projects at any time.

 

ARTICLE VI – Amendments

 

SECTION I  - Amendments to the BY-LAWS may be proposed by ten percent (10%) of the Board or by written petition signed by a simple majority of SSWIM members in good standing. 

 

Amendments proposed by such petition shall be promptly considered by the Board and shall be submitted to the full membership with recommendation of the Board by the Secretary for a vote within six (6) months of the receipt by the Secretary of the petition.

 

SECTION II – The BY-LAWS may be amended after a copy of the proposed amendment has been sent electronically or by mail by the Secretary to each member in good standing, accompanied by a ballot for or against the proposed action to be taken or by a vote at the annual SSWIM  meeting.

 

The notice shall specify a day not less than thirty (30) days after the date of mailing by which said ballot must be returned to the Secretary to be counted or the place and time of a SSWIM meeting at which the vote on the amendment will be taken.

 

The favorable vote of two-thirds (2/3) of the members in good standing whose ballots are returned within the time limit or two-thirds (2/3) of the members in good standing attending and voting at the meeting shall immediately effect any such amendment.

 

ARTICLE VII – Audit

 

SECTION I – The Finance Committee of SSWIM shall appoint an auditor at least sixty (60) days prior to the end of the Treasurer’s term of office.

 

SECTION II - The purpose of this audit shall be to review SSWIM’s accounts.  The auditor shall submit a report to be presented to the membership at the annual meeting.

 

ARTICLE VIII – Fiscal Year

 

The fiscal year of SSWIM shall begin on the first (1st) day of January each year and shall end of the thirty-first (31st) day of December of that year.

 

ARTICLE IX – Financial Transitions

 

SECTION I – All funds of SSWIM shall be deposited in a timely manner to the credit of SSWIM  in such fiduciaries as the Board of Directors may select.

 

SECTION II – All checks, drafts, or other orders for payment of money and all notes, bonds, or other evidence of indebtedness issued in the names of SSWIM shall be signed by any two (2) of three (3) following Board positions:  the President, the Treasurer, one Member-at-Large. 

 

ARTICLE X – Dissolution

 

SECTION I – SSWIM may be dissolved after a notice of the proposed dissolution has been sent electronically or by mail by the Secretary to each member in good standing, accompanied by a ballot for or against the proposed action to be taken or by a vote at a SSWIM meeting as specified in Article III, Section V.

 

The notice shall specify a day not less than thirty (30) days after the date of mailing by which said ballot must be returned to the Secretary to be counted or the place and time of a SSWIM meeting at which the vote on the amendment will be taken.

 

The favorable vote of two thirds (2/3) of the members in good standing whose ballots are returned within the time limit or two-thirds (2/3) of the members in good standing attending and voting at the meeting shall immediately effect any such amendment. 

 

SECTION II –SSWIM shall adhere to any Requirements of Incorporation Law in the State of Maryland governing disposition of property.