By-Laws of the Friends of the Perry Hall Mansion

ARTICLE I

Name, Purpose, and Affiliation

SECTION 1. The name of this organization shall be the Friends of the Perry Hall Mansion (hereafter referred to as “the organization”).

SECTION 2. The purpose of this organization shall be to manage and maintain, in conjunction with the Baltimore County Department of Recreation and Parks, the home completed by Harry Dorsey Gough and commonly called the Perry Hall Mansion, a house museum restored using currently available and acceptable documented sources. The property shall reflect the history and culture of Maryland during the pre-Civil War period, between approximately 1800 and 1860; showcase the unique contribution of this house to the history of Maryland and the United States; serve as a repository for artifacts relating to local history; and be available for public tours, educational efforts, and other limited uses as defined by Article VII, Section 3.

SECTION 3. This organization is affiliated with, and accountable to, the Perry Hall Recreation and Parks Council.

ARTICLE II

Membership

SECTION 1. Membership in activities and events is open to all individuals. The organization’s policy on non-discrimination shall be consistent with that of the State of Maryland.

SECTION 2. Dues and any changes in sponsorships will be set at an amount determined by the Executive Board at its September meeting. The one exception shall be the organizational effort described in Article VII.

SECTION 3. Voting membership in the organization is contingent upon payment of annual dues. Dues are payable on January 1st of each year. Members joining in the last quarter of the year shall be considered as members for the remainder of the year, with no new dues assessed until January 1st of the year following next.

SECTION 4. The voting membership of the organization shall consist of persons aged 18 years or older, organizations, unincorporated businesses, or corporations. Each person, organization, unincorporated business, or corporation shall be entitled to but one vote in all matters voted upon by the organization. Any person, organization, unincorporated business, or corporation may be a member of the organization; however, only members who are current in dues shall be entitled to vote on any issue. During the first two months of the year, members who were current at the end of the previous year will still be allowed to vote, but in the third month thereafter, delinquent members will serve only as non-voting members, with membership ending at the end of the third month.

SECTION 5. New members shall hold non-voting status for 30 days following receipt of their forms and dues. At each general meeting of the organization, the President or President pro-tem shall announce the enrollment of new members and ask for a motion from the floor to accept the updated membership registry.

SECTION 6. Ex officio members of the organization shall include the County Councilmember(s) from Perry Hall and all state legislators from Perry Hall; the President of the Perry Hall Recreation and Parks Council or duly authorized representative; the Chairman of the Baltimore County Board of Recreation and Parks or duly authorized representative; and the immediate past president of the organization.

ARTICLE III

Meetings

SECTION 1. The general meetings of the organization shall be held at a time, day, and place as agreed upon and voted by the Executive Board. The November meeting shall be considered an Annual Meeting.

SECTION 2. Any change in the general meeting time, day, and place shall be communicated to the general membership by publication in local newspapers, whenever possible, and email where available. If a change in location is required, notice will be posted at the location of the regularly scheduled meeting place.

SECTION 3. Special meetings of the membership may be called by majority vote of the Executive Board with the general membership being notified by first-class mail no later than 15 calendar days prior to the date of such meeting.

SECTION 4. A quorum for the Executive Board meeting shall be at least half the members. A quorum for general meetings shall be 13 members, three of whom shall be members of the Executive Board.

SECTION 5. During the business meetings of the organization, the President or President pro-tem may limit participation to voting members only. On any vote before the organization, the President or President pro-tem has the right to require that membership cards or other suitable identification be presented by those casting ballots. Additionally, the President or President pro-tem has the right to postpone any vote until the next general meeting if he/she determines that the issue merits special attention by the entire membership, not just those assembled for the meeting in which the issue has been raised. Under those circumstances, the details of the postponed vote shall be communicated to the entire membership through a mailing and other means of publication. The one exception to this rule shall be the election of the Executive Board.

SECTION 6. No expenditure of $100.00 or more shall be considered by the membership at a general meeting unless that expenditure has been reviewed and approved by Executive Board.

SECTION 7. Robert's Rules of Order, Revised, shall govern the conduct of all such meetings, but these by-laws shall always take precedence.

ARTICLE IV

The Executive Board and Its Election

SECTION 1. The Executive Board shall consist of five Officers and six at-large members. The Officers shall be a President, a Vice President, a Secretary, a Treasurer, and a Membership Chair. Each shall be a member in good standing.

SECTION 2. The Executive Board shall be the administrative governing body for the organization. The Executive Board shall have the authority to make expenditures for the organization and shall have the power to act for the organization between meetings on any matter requiring attention of the organization, but the Executive Board shall report all acts to the organization at the next regular meeting.

SECTION 3. The term of office for members of the Executive Board shall be two years. No member of the Executive Board shall serve more than three consecutive terms in any office.

SECTION 4. Four of the at-large members of the Executive Board shall include one representative each from the Perry Hall Improvement Association, the Perry Hall-White Marsh Business Association, the Woman’s Club of Perry Hall, and the Citizens to Preserve the Community of Perry Hall Manor. These members shall not stand for election.

SECTION 5. In early July of the second year of office for the members of the Executive Board, the President shall request the names of one representative each as selected by the governing boards of the Perry Hall Improvement Association, the Perry Hall-White Marsh Business Association, the Woman’s Club of Perry Hall, and the Citizens to Preserve the Community of Perry Hall Manor, in accordance with their respective by-laws. In the event any of the four representative organizations have not submitted their names within 30 days, it shall be assumed that the current representatives will remain in place. In August of that election year, the President shall appoint a Nominations Committee of up to three members, all of whom have been approved by the Executive Board. The Nominations Committee shall select a slate of five Officers and two at-large members constituting the Executive Board, which shall be submitted to the membership in writing prior to the October general meeting. At the October general meeting, nominations shall be permitted from the floor for any office. Proxies shall not be permitted and only members present at the October meeting shall be allowed to vote. The one exception to this sequence of events shall be the organizational effort described in Article VII.

ARTICLE V

Responsibilities of Members of the Executive Board

SECTION 1. The President is responsible for calling and conducting all meetings; signing and executing all documents authorized by the general membership; reporting on the Perry Hall Mansion to the Perry Hall Recreation and Parks Council and attending Council meetings (or sending an authorized representative); appointing committees, with the approval of the Board of Directors; and submitting an annual budget and report of activities held at the Perry Hall Mansion to the Perry Hall Recreation Council for the ensuing year for anticipated expenses or costs of materials needed to maintain the house.

The President may call special meetings when requested by the Executive Board and perform other such duties as may pertain to the office. The President shall not be entitled to vote except in the election of members of the Executive Board and other balloting, or when the members are equally divided on other questions, when he/she shall give the deciding vote, except cases of appeal from his or her decision.

SECTION 2. The Vice President is responsible for assuming the duties of the President in his or her absence; maintaining an inventory of items donated or on loan to the Perry Hall Mansion; and performing other responsibilities as assigned by the President. The Vice President shall act as President pro-tem in the absence of the President. In the event of a vacancy in the office of President, the Vice President shall assume the duties of President until the next general meeting, at which time a new election will be held.

SECTION 3. The Secretary is responsible for recording minutes of all meetings; reporting these minutes and any other newsworthy items to the general membership; and performing other responsibilities as assigned by the President. The Secretary shall act as President pro-tem in the absence of both the President and Vice President. In the event of a vacancy in the office of President and Vice President, the Secretary shall assume the duties of President until the next general meeting, at which time a new election will be held.

SECTION 4. The Treasurer shall be responsible for the safekeeping of the organization's money and for maintaining adequate financial records. The Treasurer shall deposit all monies received with a federally-chartered banking company in the name of the Friends of the Perry Hall Mansion. The Treasurer's books shall be audited annually by a committee of three members that shall render findings and recommendations by the November general meeting. The Treasurer shall act as President pro-tem in the absence of the President, Vice President, and Secretary. In the event of a vacancy in the office of President, Vice President, and Secretary, the Treasurer shall assume the duties of President until the next general meeting, at which time a new election will be held.

SECTION 5. Membership Chairperson. The Membership Chairperson is responsible for maintaining membership records: sending out renewal applications; and performing other responsibilities as assigned by the President.

SECTION 6. Checks shall be cosigned by any two of the following: the President, Vice President, Secretary or Treasurer. It is preferred that the President be one of the signers.

SECTION 7. The Executive Board shall, by at least a majority vote of its members, approve all events at the Perry Hall Mansion.

ARTICLE VI

Committees

The President may appoint standing or special committees to execute operations of the organization. Their chairs shall be appointed by the President with the approval of the Executive Board. The committee chairs shall select the committee members, and the President shall be an ex-officio member of all committees except the Nominations Committee. Any committee requiring funds must submit a budget to the Executive Board for approval. Reports may be presented to the membership at general meetings of the organization.

ARTICLE VII

Organizational Activities

SECTION 1. Within 30 days of the adoption of these by-laws, the current President pro tem will call a meeting of the organization, with due notice given to all parties involved in the formation of these by-laws. At that time, consideration shall be given to those who seek to serve on the Executive Board. A vote shall be taken on each Officer to be elected and the two at-large members. The four organizations specified in Article IV, Section 5, shall designate their individual representatives. Once elected, the process specified in Article IV, Section 5 shall be followed as prescribed therein.

SECTION 2. Upon the election of this first Executive Board, and at this organizational meeting, the Executive Board shall determine the amount of money required for dues and for sponsorships of the costs to renovate and/or furnish and improve areas of the Perry Hall Mansion.

SECTION 3. Within 30 days of this organizational meeting, the President shall formally request that the Baltimore County Department of Recreation and Parks work with the organization to develop a master plan for the Perry Hall Mansion. The organization shall support limited uses at the Perry Hall Mansion, such as public tours and educational efforts. This master plan shall also lay out a strategy for staffing and ongoing maintenance at the Perry Hall Mansion.

ARTICLE VIII

Mansion Trust Funds

As of the enactment of these by-laws, it is acknowledged that some subscribing organizations have raised money, placed in trust, for the benefit of the Perry Hall Mansion’s restoration and renovation. Some of these funds have been given with specific designations. These by-laws give to these organizations two options: (1) Turn over those trust funds, when available, to the Treasurer of the Perry Hall Recreation Council to be maintained in a special trust fund account for the benefit of the Mansion, with the organization retaining the right to designate the future use of the funds in the restoration or renovation of the mansion; or (2) Retain such money in their separate trust funds until such time as such organization deems it appropriate to make a specific contribution for a specific cause in the restoration or renovation of the Mansion, at which time, said funds shall be deposited with the Perry Hall Recreation Council for specific designated purposes.

ARTICLE IX

Amendments to the By-Laws

These by-laws may be passed upon and amended at any regular meeting of the organization or through mail by a two-thirds vote of members voting, providing that the entire text of the proposed amendment is furnished to the members by mail no less than 15 days before the final vote is tallied. All proposed amendments shall be submitted in writing. The President or President pro-tem shall determine if the vote is to take place at a meeting or by mail.

ARTICLE X

Vacancies

SECTION 1. Any Officer or member of the Executive Board failing to attend any combination of six general or Executive Board meetings without valid cause shall be removed from office.

SECTION 2. The President shall have the authority to make interim appointments to any vacant office, subject to approval by majority vote of the Executive Board, with the exception of the four organizational representatives to the Executive Board. In the event of a vacancy in one or more of the positions held by an organizational representative, the President shall appoint an individual selected by the governing body of that organization, in accordance with its respective by-laws.

ARTICLE XI

Discipline

For any violation of the by-laws, or for conduct improper or prejudicial to the welfare of the organization, any member may be expelled from membership or removed from the organization by a two-thirds majority vote at any meeting duly called for that purpose.