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Mid-Atlantic Pyrotechnic Arts Guild, Inc.
By-Laws
ARTICLE I – NAME
The name of the organization shall be the Mid-Atlantic Pyrotechnic Arts Guild, Inc., hereinafter referred to as “the Guild”, or by its acronym “MAPAG”.
ARTICLE II – PURPOSE
The purpose of the Guild shall be to promote and encourage safe, legal and artful pyrotechnic operation in the Mid-Atlantic region of the United States through training, demonstration, and exchange of information.
Section 1 – Safety
The Guild will follow the safety guidelines established by the Mid-Atlantic Pyrotechnic Arts Guild, Inc. and any applicable federal, state, and local laws.
Section 2 – Professional Development
The Guild will promote the professional development of its members by training in all aspects of safe pyrotechnic design, construction and use, and to work toward a goal of interested members becoming certified as fireworks display operation by the Mid-Atlantic Pyrotechnic Arts Guild’s standards.
Section 3 – Information
The Guild will serve as a clearinghouse for members in information exchange and technical assistance related to pyrotechnics.
Section 4 – Representation
The Guild will represent the interests of members involved in the pyrotechnic art in the Mid-Atlantic region of the United States.
ARTICLE III – OFFICES
The initial principal office of the Guild in the State of Maryland shall be located in Silver Spring, Maryland. The Guild may have such other offices, either within or outside the State of Maryland as the Officers of the Guild may designate, or as the business of the Guild may require from time to time.
ARTICLE IV - MEETING OF INCORPORATORS
There shall be a meeting of the incorporators upon filing the Articles of Incorporation with the State of Maryland. Written notice shall be issued stating the place, day, and hour of the meeting and, in case of a special meeting, the purposes for which the meeting is called. This notice shall be delivered not less than five (5) days, nor more than ninety (90) days before the date of the meeting, either by email, or by surface mail, to each member.
ARTICLE V – OFFICERS OF THE GUILD
Section 1 – General Powers
The business and affairs of the Guild shall be managed by its officers. The officers shall in all cases, act as an Executive Committee and they may adopt such rules and regulations for the conduct of their meeting and the management of the Guild as they may deem proper, consistent with these By-laws and the laws of this state and subject to the approval of the membership.
Section 2 - Number, Tenure, Qualification
The minimum number of officers of the Guild shall be five (5), with the maximum number determined by the membership.
Section 3 - Election of Officers
All nominations for elected office must be made in person at the regular scheduled general business meeting, or by email sent to the club email list prior to the September meeting. Nominations will be closed at the September general meeting and the President shall appoint a judge and two tellers, none of whom shall be candidates, to have charge of the proper conduct of the election.
Section 4 – Election Process
The election shall be conducted by a secret ballot over a seven day period. Every member will receive an official ballot, which the member alone shall mark and return on or before the final election day. Ballots may be submitted electronically via the website (if available), via email, or by surface mail sent to the designated Judge of Elections. Surface mail ballots must be postmarked on or before Election Day.
The Judge of Elections, in conjunction with at least one teller, shall open and count the ballots, and prepare tally sheets. It shall be the duty of the Secretary to preserve the ballots and all other records pertaining to the election for a period of two years. The eligibility of members to vote must be verified.
The total of each candidate’s votes shall be recorded on a recapitulation sheet, which must be signed by the judge and tellers, and delivered to the President at the October meeting. The President shall then read the results to the membership at the meeting. Those candidates receiving the highest number of votes for each office shall be declared elected. Any candidate shall reserve the right to have an observer present at the counting of ballots.
Section 5 – Majority Vote
If there is only one candidate for any office, the Secretary shall cast a unanimous ballot for that candidate and same shall dispense with the requirement of a secret ballot vote for that office. In the event a candidate does not win elective office by at least a fifty-percent margin (majority), the two candidates with the highest vote tallies will face each other in a run-off election. In the event of a tie vote for any office, a special run-off election shall be conducted. Run-off elections shall begin immediately and run over a seven day voting period in accordance with Section V.4, “Election Process”.
Newly elected members of the Executive Committee shall assume their role as Officer immediately after the election has concluded and certified by the Judge of Elections. The results of each election will be posted to the members section of the club website, and on the club email list.
Section 6 – Manner of Acting
The act of the majority of the officers present at an Executive Committee meeting at which a quorum is present shall be the act of the officers.
Section 7 – Newly Created Offices and Vacancies
The membership shall be notified of any vacancies created in the Executive Committee. Vacancies occurring in the Executive Committee for any reason may be temporarily filled by a majority vote of the remaining officers of the Executive Committee. The membership may also nominate individuals to fill the open position(s) at the regular scheduled general business meeting, or by email sent to the club email list prior to the general meeting. Temporary vacancies to the board must be ratified by a majority vote of the membership at a general meeting.
New offices may be proposed by the Executive Committee, or nominated and seconded by the membership. The membership must ratify the creation of any new office by majority vote in accordance with Section V.4, “Election Process”.
Section 8 – Resignation
An officer may resign at any time by giving written notice to the club email list, the President, or the Secretary of the Guild. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Committee or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Section 9 - Presumption of Assent
An officer of the Guild who is present at a meeting of the Executive Committee at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before adjournment thereof, or shall forward such dissent by email to the Secretary of the Guild immediately after the adjournment of the meeting. Such right of dissent shall not apply to an officer who voted in favor of such action.
Section 10 - Executive and Other Committees
The officers of the Guild are the Executive Committee, which may also be referred to as the Board of Directors. Other committees are enumerated in Article VII.
Section 11 – Minutes
The Secretary, or in the Secretary’s absence, a member chosen by the President, shall keep minutes of all business meetings. The minutes of each meeting shall be posted in the member section of the club website.
Section 12 – Order of Meeting
All meetings shall be conducted by Roberts Rules of Order, except as provided in these By-laws. The President or his appointee shall preside the meeting. The voting body, at a meeting, may vote by majority to modify the rules of order as they see fit.
Section 13 - Annual Meeting
An annual meeting of the Executive Committee shall be held each year, at the same place as the annual meeting of the Mid-Atlantic Pyrotechnic Arts Guild, without other notice than this By-law. The first meeting of the calendar year shall constitute the annual meeting.
Section 14 – Sunshine Clause
Attendance at all meetings of the Executive Committee shall be open to all members in good standing, and the minutes of these meeting shall be posted publicly in the member section of the club website.
ARTICLE VI – GENERAL BUSINESS MEETING
Meeting of the general membership shall be held monthly, with such exceptions as may be decided from time-to-time. The time and place of such meeting will be duly notified to the membership by the club email list, the club website, or by special mailing. Such general business meetings may conduct the business of the Guild, by majority vote, except as provided in these By-laws.
Section 1 – Quarterly and Special Meetings
The Executive Committee shall hold regular meetings, at a minimum, quarterly, at a time and place to be designated by resolution of the Committee. These meetings may be held at a physical location, over the Internet, or by conference call. Special meetings of the Executive Committee may be called by or at the request of any member of the Executive Committee, or at the request of 10% of the members in good standing.
Section 2 – Order of Business
The order of business at all meetings shall be conducted by Roberts Rules of Order.
Section 3 – Notice
Notice of any quarterly or special meeting shall be given at least seven (7) days previously thereto by written notice to the club email list, or by individual email message sent to each officer at his/her email address, or by written letter sent via surface mail to his/her personal or business address.
If notice is sent via surface mail, such notice shall be deemed delivered when deposited in the United States Mail, so addressed, with postage thereon prepaid. If notice be given by email, such notice shall be deemed to be delivered when the email message is submitted for delivery using the email address on record for each member of the Executive Committee.
The attendance of an officer at a meeting shall constitute a waiver of notice of such meeting, except where an officer attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4 – Quorum
A quorum, at a meeting of the general membership, shall consist of a simple majority of voting members in attendance. At any meeting of the Executive Committee, a majority of elected officers shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the officers present may adjourn the meeting from time-to-time without further notice.
ARTICLE VII – COMMITTEES
Section 1 – Site Committee
The site committee shall locate a site to safely shoot fireworks, and shall obtain a legal permit for Guild members to shoot, including whatever advocacy is necessary. The chairman will be appointed by the Executive Committee. The chairman position will rotate as necessary.
Section 2 – Safety
The safety committee shall be established to oversee and insure safe shooting at the selected site and in all Guild activities. It will establish written safety rules, in compliance with federal, state, and local laws, and Pyrotechnic Guild International (PGI) guidelines. The chairman will be appointed by the Executive Committee.
Section 3 - Legal Affairs
The Legal Affairs committee shall advise the membership of legislative affairs that affect the membership and the pyrotechnic arts.
Section 4 – Web Committee
The web committee chairman, also referred to as the web master, shall be responsible for the design and update of the club website. The web committee will consist of qualified interested parties that will maintain content of the website and ensure relevant information is posted in a timely manner. The editor will consult with the Executive Committee before publishing material that could cause harm to the Guild.
ARTICLE VIII – APPROVAL
Section 1 – Approval
The membership of the Guild shall be open to Pyrotechnic Guild International members in good standing or any other person meeting the criteria for membership. Membership is by application, reviewed by the Executive Committee, and accepted by a majority vote of the membership present.
Criteria for membership will be established by the Executive Committee and approved by the membership. Memberships are not transferable.
Section 2 – Dues
Membership dues will be fifty dollars per year. Members that encounter financial difficulties may have their dues waived by request to the Executive Committee. Proposed increases in dues must be announced seven days in advance and ratified by two-thirds (66.7%) of the voting membership.
Section 3 - Membership Safety
Members agree to abide by the safety rules adopted by the Guild, and all applicable federal, state, and local laws.
Section 4 - Membership Benefits
Membership benefits will include membership on the club email list, membership on the club website, regularly scheduled meetings, training, bulk purchases, and such other benefits as established by the Executive Committee.
Section 5 - Membership Suspension and Termination
Membership will be terminated when a member displays conduct not in the best interests of the Guild. Termination will be accomplished by a majority vote of the general membership. A member may be suspended by a two-thirds (2/3) vote of the Executive Committee, until the next general meeting, at which time, the membership shall, by two-thirds (2/3) vote, reinstate the membership, or by majority vote, postpone action for a maximum of one general meeting. A membership that has been suspended will remain suspended until a final decision is reached.
ARTICLE IX - OFFICERS
Section 1 – Removal
Any officer or agent elected by the membership may be removed only by the membership, by majority vote whenever, in their judgment, the best interest of the Guild would be served thereby.
Section 2 – Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by majority vote of the membership, for the un-expired portion of the term.
Section 3 – President
The President shall be the principal executive officer of the Guild and, subject to the control of the membership shall, in general, supervise and manage all of the business and affairs of the Guild. He shall, when present, preside at all meetings of the membership and of the Executive Committee.
He may sign, with the Treasurer or any proper officer of the Guild thereunto authorized by the membership, any deed, mortgages, bonds, contracts, or other instruments which the Executive Committee have authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Executive Committee or by the By-laws to some other officer or agent of the Guild, or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Committee from time-to-time.
Section 4 – First Vice-President
The First Vice-President shall perform all duties of the President in the Presidents absence and shall perform such other duties as assigned by the President or Executive Committee.
Section 5 - Second Vice-President
The Second Vice-President shall perform all duties assigned by the President or the Executive Committee.
Section 6 – Secretary
The Secretary shall keep the minutes of meetings in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-laws, or as required; be custodian of the corporate records and of the Seal of the Corporation; and, in general, perform all duties incident to the office of Secretary and such other duties as may, from time-to-time, be assigned to the secretary by the President, or by the Executive Committee.
Section 7 – Treasurer
The Treasurer shall have the following duties:
- To give monthly financial reports to the membership.
- To requisition payment of out-of-pocket expenses by officers and committee members only when clearly authorized and when receipts for expenditures are submitted.
- To pay all accounts by due date to avoid all penalties and service charges unless account is being disputed.
- To keep an up to date ledger, either written or on computer, and balance accounts monthly.
- To deposit all monies in the appropriate accounts.
- And, in general, perform all of the duties as from time-to-time may be assigned the treasurer by the President or the Executive Committee.
ARTICLE X - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1 – Contracts
The membership may authorize any officer or officers, agent or agents, to enter into any contract, or execute and deliver any instrument, in the name of, and on behalf of, the Guild. Such authority may be general or confined to specific instances.
Section 2 – Loans
No loans shall be contracted on behalf of the Guild, and no evidence of indebtedness shall be issued in the name, unless authorized by a resolution of the membership. Such authority may be general or confined to specific instances.
Section 3 - Checks, Drafts, and Payments
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Guild, shall be signed by such officer or officers, agent or agents, of the Guild and in such manner as shall from time-to-time, be determined by resolution of the membership. The Treasurer must be notified of ALL transactions as soon as possible.
Section 4 - Spending Limits
The Executive Committee shall be limited to expenditures of five-hundred dollars ($500) or less without general membership approval. A majority of the membership present at a business meeting must approve of any expenditure by the Treasurer and/or Executive Committee exceeding five-hundred dollars ($500).
Section 5 – Deposits
All funds of the Guild not otherwise employed shall be deposited from time-to-time to the credit of the Guild in such banks, trust companies, or other depositories as the Executive Committee may select or defer to the Treasurer.
ARTICLE XI – FISCAL YEAR
The fiscal year of the Guild shall begin on the first day of January in each year.
ARTICLE XII – SEAL
The Executive Committee shall be provided a corporate seal which shall be circular in form and shall have inscribed thereon, the name of the Corporation, the State the Corporation is registered in, and the year of incorporation.
ARTICLE XIII - WAIVE R OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any incorporator, or officers, of the Guild under the provisions of these By-laws, or under provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV – AMENDMENTS
The By-laws may be altered, amended, or repealed, and new By-laws may be adopted by a two-thirds (2/3) majority vote of the responding membership, by ballot, as provided for in Article V, Section 4, “Election Process”; such ballot to take place after discussion at two (2) general business meetings.
However, in no event may any amendments be made which would affect the Guild’s qualification as a tax-exempt organization pursuant to Section 501(c)(7) of the internal Revenue Codes, or corresponding section of any future federal tax code.
ARTICLE XV - NON-DISCRIMINATION
The Guild shall not discriminate against any person in any manner on the basis of gender, race, age, religion, sexual orientation, handicap, or ethnic origin.
Version Date: November 12, 2012
MAPAG • Mid-Atlantic Pyrotechnic Arts Guild •