MARLBORO MEADOWS COMMUNITY DEVELOPMENT CORPORATION

By-laws

Preamble: The Marlboro Meadows Community Development Corporation (MMCDC) Board of Directors, herein referred to as the Board, is responsible for the conduct of affairs of the CORPORATION, a nonprofit corporation in Upper Marlboro, MD, Prince George's County, and hereby adopts the following By-laws:

ARTICLE I MISSION OF THE CORPORATION

The mission of the MMCDC is set out in its ARTICLES of INCORPORATION. The powers of the

CORPORATION shall be those set forth to accomplish its mission.

ARTICLE II OFFICE OF THE CORPORATION

The home address of the current President shall be the principal address of the CORPORATION. The CORPORATION may establish offices at such places as the Board may appoint in accordance with

activities to be undertaken.

ARTICLE III POWERS OF THE BOARD

The Board shall be invested with all policy making power as provided for in the ARTICLES of INCORPORATION.

ARTICLE IV THE BOARD

Section 1. Because the Board is entrusted with control over CORPORATION'S legal, contractual, and

administrative operations to complete the mission, the Board shall uphold the public trust with the highest

level of integrity, honesty, and efficiency in accomplishing activities and operations.

Section 2. Confidentiality: The Board adopts a covenant of confidentiality. The Board (and any individual in

attendance at Board meetings) shall not disclosed confidential information until specifically cleared for

public dissemination by the Executive Committee. Cleared information shall be released primarily by the

Executive Secretary through official press releases, news articles in the Meadowlark (The Community's

Newsletter), or as old business/new business in the General Membership Meetings.

Section 3. Suitability: The Board shall conduct itself in a manner that promotes the efficiency of the service and to protect its integrity. Suitability violations include but are not limited to:

Misconduct or Negligence;

Criminal or Dishonest Conduct; Material, Intentional False Statement, Deception, or Fraud; Evidentiary Concerns; and Credibility Determinations

Section 4. Conflict of Interest: The Board shall not have competing professional or personal interests that make it difficult to fulfill duties impartially. A conflict of interest exists even if no unethical or improper act

results from it. The Board shall give full disclosure surrounding private interests that conflict with official responsibilities. Instances of such conflicts are to be recorded on file with the Executive Secretary as individuals may be recused from any decisions relating to the conflict. A conflict of interest includes the appearance of impropriety to undermine confidence in the general membership, operations/activities, or a legal system. Conflicts include but are not limited to;

Self-dealings, in which public and private interests collide or conflict with the mission;

Leadership or membership in an organization whose purpose, mission, or objective conflict with

the purpose, mission, or objectives of the CORPORATION;

Outside employment, in which the interests contradict the purpose or mission;

Family interests, in which a spouse, child, or close relative is involved, benefiting, employed (or

applies for employment) or where goods or services are involved to conflict with the purpose or

mission of the CORPORATION; and

Accepting gifts (of tangible and non-tangible value) when doing CORPORATION business.

Section 5. Compensation: The Board shall not be compensated for their services. Nothing herein contained shall be

construed to preclude the Board from serving the CORPORATION in any capacity and receiving

compensation; i.e., product development and/or service delivery as a consultant or contractor. Pursuant to

these By-laws, the Board shall be reimbursed for travel and out-of-pocket expenses to support the

CORPORATION activities.

Section 6. Removal: The Board may remove a Board member who is in violation of Articles IV, as determined by two-

thirds vote of the Board present at any meeting at which there is a quorum.

Any Director may be removed, without cause, as determined by two-thirds vote by the Board present at any

meeting at which there is a quorum.

ARTICLE V THE BOARD OF DIRECTORS

Section 1. A member in good standing may be elected to serve on the Board of Directors. All persons elected to the

Board are herein called Directors. Each Director must maintain status as a member in good standing during

his/her entire term on the Board.

Section 2. The minimum number required for the Board to officially conduct business and to cast binding votes is

three (3) Directors.

Section 3. All Directors shall be elected at the June Annual Meeting for a term of two (2) operating years. Once each

Director's term has expired, if the individual is still a member in good standing he/she is eligible to run for re-

election. There is no limit on the number of terms any Director may be re-elected into a position.

Section 4. The immediate Past President (other than a President removed for cause) may sit on the Board as a non-

voting advisor for one operating year after served term. The immediate Past President is not counted as one

of the fifteen (15) elected Directors.

Section 5. All Directors shall attend Quarterly Board Meetings and any special Board meetings. Meetings may be

conducted on-line, through electronic communications, regular mail, or in person at a facility.

Section 6. Directors may submit items/issues for the Board's agenda to the Executive Secretary. Directors may vote

by proxy (using regular mail or email send directly to the Executive Secretary). A (principal)

Director may delegate another Director (proxy) power to vote in his/her absence by submitting written

notification to the Executive Secretary.

Section 7. The President may excuse any Director from a meeting, as recorded by the Executive Secretary.

Section 8. Of the fifteen (15) elected Directors, five (5) Directors shall be elected as Officers of the Board (at the June Annual Meeting elections). These Directors are herein called Officers:

President; First Vice President; Second Vice President;

Executive Secretary; and Treasurer

Section 9. The Board shall appoint an Acting Director when a Director position is vacated during the operating year. The Director in this temporary position will perform all duties and responsibilities contained in the By-laws. The individual who is Acting must be a member in good standing to complete the unexpired term. This newly appointed substitute or temporary Board Member will be called Acting Director, Acting

President, Acting Treasurer, etc. until the June elections occur to permanently fill the vacant Board position(s). Serving in a temporary Director position does not guarantee a permanent position on the Board.

ARTICLE VI BOARD COMMITTEES

Section 1. The Board shall establish and maintain permanent standing committees, responsible to the Board.

Permanent standing committees shall be Executive and Nominating.

Section 2.

The Executive Committee shall be comprised of the five (5) Officers (President; First Vice President; Second Vice President; Executive Secretary; and Treasurer). The Executive Committee will include the immediate past President (other than a president removed for cause) who is a non-voting advisor. Other Directors may attend Executive Committee Meetings as non-voting advisors.

The Executive Committee shall meet as needed to carry out the functions of the CORPORATION in the

interim between Quarterly Board Meetings. The Executive Committee shall possess and exercise all

powers of the Board which may lawfully be delegated, except the power to make or establish new policy

for the CORPORATION. The Executive Committee shall keep full accounts of its transactions and shall

report to the Board in the meeting succeeding such action. Should the Board determine that an action taken

by the Executive Committee constitutes making or establishing new policy, the Board shall have the right

to modify or revoke the Executive Committee's action.

Section 3. The Nominating Committee: The Board shall appoint a Director to Chair the Nominating Committee. The Chair will then select any members in good standing to serve temporary/limited terms on the Nominating

Committee ONLY as needed. The Committee shall be inactivated once the election is completed. The Committee members (except the Chair) will be terminated once the election is completed.

When vacancies occur on the Board, the Nominating Committee shall establish a slate of candidates for the June Annual Meeting. The Nominating Committee shall select a fair technique to conduct the election at the June Annual Meeting. Only members in good standing shall be eligible to run for Board positions. Although members in good standing may run for multiple Director positions at the June

elections, they may only hold one position at a time.

Voters will come to the June Annual Meeting to elect Directors and/or Officers. The June Annual Meeting shall be held on the first Saturday of June. The Board must approve all nominees listed on the election slate by two-thirds vote of the Directors present at any meeting for which there is a quorum. The Board reserves the right to reject any nominee 1) without cause, 2) fails to receive the two-thirds approval votes, or 3) who:

Is not a member in good standing; or Has suitability concerns to include but is not limited to:

a. Misconduct or Negligence; b. Criminal or Dishonest Conduct; c. Material, Intentional False Statement, Deception, or Fraud; d. Evidentiary Concerns;

e. Credibility Determinations; or f. Conflict of Interest

Additional nominations shall be accepted from the general membership not less than two days before the

June Annual Meeting. The Board must approve all additional nominations by two-thirds vote of the

Directors present at any meeting at which there is a quorum.

Ten (10) voters who are either members in good standing or community partners in good standing must

vote at the polling place in order for the election to be binding. Voters must present positive

identification to vote at the June Annual Meeting. The official results of the election shall be reported

as soon as possible by the Nominating Committee. The Executive Secretary will issue an official press

release. Neither nominees nor the Board shall have access to the ballots until the official results are

announced by the Nominating Committee.

The when ten (10) or more Director positions must be filled by a single election, the length of terms will

be staggered into one-year and two-year terms. After the election is completed, the Nominating

Committee will randomly select half of the new Directors (by lottery), to serve one-year terms, thus

staggering future elections.

ARTICLE VII MEMBERS

Section 1. Individual membership shall be open to adults, herein defined as people 18 years and older. Adults must

reside in the official Marlboro Meadows Development to be eligible for individual membership. An Adult

desiring membership in the CORPORATION shall submit a single application on behalf of all adults living

in a single residence to the Membership Committee, paying one set of dues for the entire household.

Individual membership shall be for one (1) year and must be renewed annually unless terminated. Dues may

also be paid in advance for multiple calendar years. Once dues are paid for the current year:

Each adult shall herein be referred to as a member in good standing;

Each member in good standing shall be able to run for a position on the Board; Each member in good standing shall have the right to vote at the June Annual Meeting and any

other special meeting called specifically for voting; and Each member in good standing shall receive full benefits of membership and CORPORATION

priorities.

Section 2. Organizational membership shall be open to adults who work or reside in Upper Marlboro or serve as

duly appointed representatives of institutions, commercial businesses, nonprofit and/or civic organizations,

and religious groups. Organizational membership is open to those who agree with the purpose and

objectives of the CORPORATION. Any organization desiring membership in the CORPORATION shall

submit an application to the Membership Committee and pay dues. Organizational membership shall be

for one (1) year and shall be renewed annually unless terminated. Dues may also be paid in advance for

multiple calendar years. Organizational membership is not qualifying for service on the Board.

Organizations have one vote for the entire organization and are limited to a single vote at the June

Annual Meeting. Each member organization shall designate a representative and an alternate to serve at the

pleasure of the member organization. Once dues are paid for the current year:

Each organization shall herein be referred to as a Community partner in good standing: Each Community partner in good standing shall have the right to vote at the June Annual

Meeting and any other special meeting called specifically for voting for the general membership; and

Each Community partner in good standing shall receive benefits of membership and CORPORATION priorities.

ARTICLE VIII MEETINGS

Section 1. Operating Year: The CORPORATION'S Operating Year begins the first day of July and ends the last day

of June the following year. Term of office for elected Directors begin the first day of July and end the last

day of June.

The CORPORATION is inactive during the months of July and August of each year. There is no General

Membership Meeting during the months of July and August. The Board may call a Special Board Meeting

during the months of July and August in the event of an emergency.

Section 2. June Annual Meeting: The June Annual Meeting of the CORPORATION shall be held on the 1st Saturday

of June of each Operating Year for the purpose of electing Directors and/or Officers to the Board. The June

Annual Meeting will also be held to finalize recommendations for the next Operating Year's annual budget

and the CORPORATION'S annual plans. The June Annual Meeting will also complete such other business

as may be properly brought before the Board. The June Annual Meeting's date may be changed in the event

of an emergency by the President.

Section 3. Quarterly Board Meetings: Quarterly Board Meetings will be held to create/revise policy and to vote on

business matters for the operating year. The Board will meet:

In June: May be held concurrently with the Annual Meeting. Held as an end-of-year affair to

formally elect and install newly elected Directors and/or Officers. The new Board shall receive

introductory material and summaries from the March Quarterly Meeting so that they can vote on

the recommended annual budget, annual activities/plans, and annual fundraising events.

In September: Establish all committees/programs needed to accomplish annual plans, issue

operating budgets, and install committee chairs to the projects;

In December: Executive Committee will host a CORPORATION Winter Conference to

conduct mid-year assessments, receive progress reports from all committees to include

recommendations for improvements. The Board may vote to change policies, adjust

committee budgets, and/or authorize other priorities as presented to the Board for consideration; and

In March: Receive final committee reports, close-out annual actions/plans, approve

treasurer's final audit reports, initiate the Nomination Committee to develop a slate of

candidates, and recommend calendar of events/plans for the next operating year.

Quarterly Board Meeting dates may be changed at the request of the President or any two Directors.

Meetings will be held at various facilities.

Section 4. Special Board Meetings: Special Meetings may be called by the Board at the request of the President or any

two Directors.

Section 5. General Membership Meetings: General Membership Meetings shall be held the first Monday of each month

for educational and informational purposes at a place and time designated by the Executive

Committee. General Membership Meetings may be changed or cancelled at the request of the President or

any two Directors.

ARTICLE IX TERMS OF OFFICE

Section 1. The term of office for all Director positions shall be two (2) years. When ten (10) or more Director

positions must be filled by a single election, half of the filled positions will be randomly selected to be shortened to one (1) year terms so as to manually stagger ending periods for the Director positions. Upon completion of a term, Directors may run again for any position on the Board. There is no limit on the number of times a member in good standing can run/be re-elected for any position on the Board.

Section 2. Temporary Committee Chairs shall be appointed by the Board or the Executive Committee. There is no

term limitation. Committee Chairs serve at the pleasure of the Board and may be removed at any time, as

determined by a majority vote.

Section 3. Employees shall be hired and supervised by the President. Appointments may be temporary and/or

permanent in nature.

ARTICLE X DUTIES OF THE OFFICERS

Section 1. The President shall oversee the affairs of the CORPORATION and its mission to improve Marlboro

Meadow's educational and charitable benefits/services. The President has overall/final responsible for

internal and external operations of the CORPORATION. The President will coordinate and assist in all

programs and tasks performed by the Executive Committee. The President will supervise all employees of

the CORPORATION through the Executive Director. The President will receive update reports from the

Executive Committee on their assignments, changes in workforce distribution, positions, and/or functional

responsibilities of Board, Committees, CORPORATION employees, and the members in good standing

working on special projects. The President will determine final agendas based on input from the Board,

preside at Board Meetings, Executive Committee Meetings, and General Membership Meetings; sign all

contracts and agreements in the name of the CORPORATION after they have been approved by the

Board; and normally serve as the representative of the CORPORATION in meetings and discussions with

other organizations. The President may order external legal, accounting, or police assistance.

Section 2. The First Vice President shall perform the duties of the President if the President is unable to do so or is

absent; perform such other tasks as may be assigned by the Board; and, at the request of the President;

assist in the performance of the duties of the President.

The First Vice President is responsible for Fundraising administration. As such, responsible for planning,

external matters like business ventures, marketing, public relations events, and fundraisers events that

will also promote the CORPORATION'S mission/goals of bringing people together to facilitate physical,

physical spiritual, and economic development. The incumbent will network to improve the

effectiveness of operations, to reduce duplication of community/civic effort, and establish/maintain

relationships with other area CDC's, businesses, area civic associations, HOAs, and other non-profits

with similar programs throughout the community. Responsible for the development of the

COROPORATION’s business plan, advertisement material, press releases, political correspondence,

Meadowlark news articles, etc.

Section 3. The Second Vice President shall perform the duties of the President if the President is unable to do so or

is absent; perform such other tasks as may be assigned by the Board; and, at the request of the President;

assist in the performance of the duties of the President.

The Second Vice President is responsible for internal organization administration. As such, this position is

concerned with improving the efficiency of internal organizations and committees that service the

immediate neighborhood to improve the quality of life for the Marlboro Meadows neighbors and to

spur neighborhood development of housing renovations, upkeep, and future construction. This VP will

be responsible for leading the academic and cultural enrichment mission. The Second Vice President is

community representative to Prince George's Police Department and Prince George's School System to

maintain safety and education matters of interest to Marlboro Meadows neighbors. The incumbent is

responsible for investigations of neighborhood problem areas.

This VP has fiduciary duties of loyalty to the CORPORATION. As such, this VP shall act for and on

behalf of the CORPORATION and its members to give rise to a relationship of trust and confidence.

Responsible to satisfy the fiduciary duties by:

Thoroughly reviewing all interim and annual financial audits, statements and reports, and

seeking clarification of any irregularities or inconsistencies;

Affirmatively investigating and correcting improprieties and issues of confidentiality;

Regularly reviewing the Articles of Incorporation and bylaws. Recommend annual updates to

the By-laws;

Recommending dissention from any board action with which there appears to be any misgivings

by any Director or committee member, maintaining instances of conflict of interests; and

Managing recommendation/criteria/procedures for resignations from the board if and when

members are unable to fulfill their duties;

Section 4. The Executive Secretary shall manage hard copy paper filing systems and the www.mmcdc.net on-line

internet system for appropriate location, retrieval and storage of records, communications, directives,

forms, files, etc. The Executive Secretary will be responsible for authorizing and performing the

official release of information to the public and members of the CORPORATION. Incoming

correspondence will be reviewed and handled by the Executive Secretary. Correspondence shall be

forwarded to the appropriate Director/Committee Chair. All incoming/outgoing correspondence

will be summarized into one-line statements, consolidated, and emailed to the Executive Committee and

the Board (FYI). Electronic political/community/religious/business/educational/police publications and

up-coming events will be scanned/distributed to community members by email. Timely information shall

be submitted to the Meadowlark newspaper editor for possible inclusion in the next newsletter or website.

The Executive Secretary will keep accurate records and written minutes of all meetings of the

CORPORATION. Official agenda and voting material from Directors will be tendered and presented at

Board Meetings to include the adjudication of proxy votes. Secretary will archive summary material.

The Executive Secretary will keep records to document MAJOR motions that carry or do not carry at all

meetings with specific data (show who made the motion, who seconded the motion, and the votes that

resulted in carrying or causing the motion to fail). Attendance sheets shall be attached to meeting notes.

Copies of Minutes are available to members-in-good-standing upon request. The Executive Secretary will

determine if other requests for information are appropriate. Members will be charged costs of making copies

of all requested documents.

The Executive Secretary will authorize USPS mailings to members in good standing and Directors when

email is not possible. The Executive Secretary shall issue/email reminders for up-coming meetings with

the agenda. The Executive Secretary will make meeting place arrangements for all meetings.

Section 5. The Treasurer shall lead in the development, discussion, approval, and continued management of the

budget for the CORPORATION. Once the annual budget has been approved, the Treasurer is authorized

to disburse all funds without further approval of the Board. The Treasurer shall receive and deposit all

COROPORATION funds into the proper account(s). The Treasurer will record and monitor receipts and

disbursements; keep accurate records of Board-approved expenditures; prepare all financial accounting

reports for the Executive Committee; prepare end-of-year accounting documentation; file tax reports; and

track the financial aspects of business investments.

ARTICLE XI EXECUTIVE DIRECTOR AND STAFF

An Executive Director shall be employed by the Board and supervised by the President. The duties and

compensation of the Executive Director shall be determined annually. The Executive Director may

employ an Operations Staff as may be deemed necessary to carry out the work of the CORPORATION.

ARTICLE XII QUORUM

Section 1. Board Quorum, Executive Committee Quorum, Nominating Committee Quorum: The minimum

number of members required to officially conduct business and to cast binding votes is three (3) members

in each group (physically or by proxy).

Section 2. General Membership Meeting Quorum, Committee Meeting Quorum: Three (3) members must be

present (physically or by proxy) for the meeting to be held and for any decisions to be binding.

Section 3. Quorum at the June Annual Meeting: Ten (10) voters who are either members in good standing or community partners in good standing must vote at the polling place in order for the election to be binding.

ARTICLE XIII AMENDMENTS

Proposed amendments to the By-laws shall be made available to members in good standing prior to a

regular or special meeting. A majority vote is required from both members in good standing and from

community partners in good standing at a General Membership Meeting to amend the By-laws.

Adopted June 30, 1997; August 4, 1997; June 6, 2009