BYLAWS OF THE MARYLAND ALLIANCE FOR RESPONSIBLE GAMBLING
ARTICLE ONE : ORGANIZATION
Section 1.1 Name. The name of this organization shall be the Maryland Alliance for Responsible Gambling.
Section 1.2 Objective. The mission of the Maryland Alliance for Responsible Gambling is to advocate for and facilitate the coordination of resources to maximize public awareness of responsible gambling and the prevention and treatment of problem gambling.
ARTICLE TWO : MEMBERS
Section 2.1 Classes of Members. The organization shall have three classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
A. Governing Membership. Comprised only of the board of directors of the organization, these members (the “governing members”) have the right and duty to govern all functions of the organization and guide its future operations. The board of directors shall consist of the following individuals or their designee: The Secretary of the Maryland Department of Health and Mental Hygiene; the Director of the Maryland State Lottery Agency; the Secretary of the Maryland Department of Public Safety and Correctional Services; the President of the Maryland State Senate; the Speaker of the Maryland House of Delegates; a representative from the Maryland Council on Problem Gambling; and a representative of the licensed operators of casinos in Maryland.
B. Advisory Membership. Comprised of members (“advisory members”) who join the organization in order to further the public purpose of the Alliance and who do so to enjoy the services and benefits of the organization. Advisory members have no authorized powers to govern the operation of the organization. Advisory members include representatives from the following groups: casinos and suppliers not represented on the governing board; the Maryland Judiciary; the Community Behavioral Health Association of Maryland; the Mental Health Association of Maryland; the National Council on Alcohol and Drug Dependence; and the Maryland Addictions Directors Council.
C. General membership: Comprised of other individuals who have an interest in supporting the goals of the alliance may also attend.
D. Eligibility Requirements
(1) All persons, regardless of age, who are interested in promoting and furthering the purposes of this organization are eligible to become general members.
(2) Only individuals who have been appointed to and are serving on the board of directors of this organization are eligible to be governing members.
Section 2.2 Election of Members.
A. Individuals who meet the eligibility requirements may be accepted for advisory membership by the officers of the organization or by the board of directors, unless the board of directors by the majority vote of the full board reserves itself the right to accept new advisory members.
B. An individual who is a member of the board of directors of the organization and is otherwise in good standing as a member shall automatically be a governing member. Should any governing member cease to be a director of the organization, he or she shall cease to be a governing member and shall, as of the time he or she ceased to be a member of the board of directors, automatically become an advisory member.
Section 2.3 Voting Rights. Each governing member or his or her designee shall be entitled to one vote on each matter submitted to a vote of the members.
Section 2.4 Termination of Membership. Membership in the organization may be terminated by the affirmative vote of a majority of the full board of directors for conduct unbecoming a member or for any other reason deemed necessary and proper by the board.
ARTICLE THREE : MEETING OF MEMBERS
Section 3.1 Meetings of Governing Members.
A. Meetings of the Alliance shall be held when designated by the board of directors or by the chair. The purpose of such meetings shall be to conduct any necessary business for the organization and to guide its present and future operations.
B. The meetings of the Alliance shall be held at least twice each calendar year.
C. Quorum. A majority of the governing members or their designees shall constitute a quorum for the transaction of business at any meeting of the board. If a quorum is not present at any meeting of governing members, a majority of the governing members present may adjourn the meeting from time to time without further notice. Board members may participate in meetings by way of telephone.
D. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member’s duly authorized attorney in fact. No proxy shall be valid after one year from the date of its execution, unless otherwise provided in the proxy.
E. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted on by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of the matter unless a greater proportion is required by law or by these bylaws.
F. Voting by Mail. Where Directors or officers are to be elected by member or any class or classes of members, the election may be conducted by mail in such manner as the board of directors shall determine.
G. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing or electronic mail, setting forth the action so taken, shall be signed by all of the governing members entitled to vote with respect to the subject matter.
H. Notice of Meetings. Written notice stating the place, day, and hour of any meeting of governing members shall be delivered, either personally or by mail, facsimile or electronic mail, to each member entitled to vote at the meeting, not less than 7 nor more than 120 days before the date of the meeting, by or at the direction of the chair, or the officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member’s address as it appears on the records of the organization, with postage prepaid. Any member may waive notice. The attendance of a governing member at any meeting shall constitute a waiver of notice of the meeting, except where a governing member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened.
Section 3.2 Meetings of Advisory Members.
A. The organization may, at times designated by the governing members, the board of directors or the chair, hold an annual convention and meeting for all advisory and general members in order to keep the members thoroughly apprised of the activities of the organization.
B. Notice of all advisory members’ meetings shall be given to the entire membership at least 15 days in advance of the meeting and in the form of letters through the mails or notices in the corporation’s publications.
Section 3.3 Place of Meeting. The board of directors may designate any place, within Maryland as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
ARTICLE FOUR : BOARD OF DIRECTORS
Section 4.1 The board of directors shall serve as the governing body for the organization, and shall manage all of its affairs and property.
Section 4.2 Number and Qualification of Directors. The authorized number of directors of the organization shall be seven, until changed by amendment to this bylaw.
Section 4.3 Term of Office. Directors from the Department of Health and Mental Hygiene; Maryland State Lottery Agency; Maryland Department of Public Safety and Correctional Services; Maryland State Senate; Maryland House of Delegates; Maryland Council on Problem Gambling; and licensed operators of casinos shall hold office until their respective organizations name a replacement. The directors representing the licensed casino operators shall serve a one-year term. An officer can be removed from office at any time for good cause, however, by a majority vote of the governing members. An officer may be removed without cause by a six-sevenths vote of the governing members.
Section 4.4 Regular Meetings. Regular bi-annual meetings of the board of directors shall be held. The board of directors may provide by resolution the time and place, for the holding of additional regular meetings of the board without other notice than the resolution.
Section 4.5 Special Meetings. Special meetings of the board of directors may be called by or at the request of the chair or any two directors. The person or persons authorized to call special meetings of the board may fix any place, as the place in Maryland for holding any special meeting of the board called by them.
Section 4.6 Notice. Notice of any special meeting of the board of directors shall be given at least seven days before the meeting by written notice delivered personally or sent by mail, facsimile or electronic mail to each director at the director’s place of contact as shown by the records of the organization. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting 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 need be specified in the notice or waiver of notice of the meeting, unless specifically required by law or by these bylaws.
Section 4.7 Quorum. A majority of the governing members shall constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Directors may participate in a meeting of the board by means of conference telephone or similar communication equipment, by means of which all persons participating in the meeting can hear one another. Such participation in a meeting shall constitute presence in person at the meeting.
Section 4.8 Manner of Acting. The act of a 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 or by these bylaws.
Section 4.9 Compensation. Directors shall not receive any stated salaries for their services as directors.
Section 4.10 Resignation. Any member of the board of directors may, upon written notice given not less than seven days prior to effect, resign.
Section 4.11 Consecutive Absences. Any Board member who is absent for two consecutive Alliance meetings without good cause shall be placed on the next possible meeting agenda for the Board to vote on that member’s removal. In this section, “good cause” shall be determined by the Board Chair upon consideration of the absent member’s circumstances. The Board Chair shall send the absent member notice of the Board’s intent to vote on the member’s removal at least seven days before the vote and shall give the member opportunity to agree to or contest the removal.
ARTICLE FIVE : OFFICERS
Section 5.1 The officers shall be the chair, who shall be elected by the board of directors at its first meeting following the beginning of the calendar year each year. Only members of the board of directors may be elected to hold this office.
Section 5.2 Any officer of the organization may be removed by the board of directors whenever in its judgment the best interests of the organization would be served. However, such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.3 A vacancy in office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term.
Section 5.4 The chair shall preside at all meetings of the organization, whether of governing members or participating members, and shall be in charge of all day-to-day operations of the organization. The chair shall, further, sign all written agreements and documents and perform such duties as assigned to the chair by the board.
Section 5.5 In the absence of the chair, his or her designee shall perform the duties of the chair. When so acting, such designee shall have all the powers of and be subject to all the restrictions on the chair.
Section 5.6 The chair or his or her designee shall issue all written notices of meetings. The chair shall attest his or her signature to all written documents of the organization, if deemed necessary. The chair or his or her designee shall, further, keep all official records of the organization, including minutes of all official meetings and shall perform all duties assigned by the board.
Section 5.7 The board of directors may appoint such other officers as the conduct of the organization may require, each of whom shall have authority and perform such duties as are provided in these bylaws or as the board of directors may from time to time specify, and shall hold office until he or she resigns or is removed or otherwise disqualified to serve.
ARTICLE SIX : COMMITTEES
Section 6.1 Committees may be established consisting of members of the board of directors or of participating members who are appointed to the committees by either the board or the chair.
ARTICLE SEVEN : MISCELLANEOUS
Section 7.1 Seal. The board of directors shall provide a suitable seal for the organization.
Section 7.2 Annual Report. No annual report to members shall be required, but the board of directors may send to the members reports in such form and at such times as they deem appropriate.
Section 7.3 Reporting Year. The board of directors shall have the power to fix and from time to time change the reporting year of the organization. In the absence of action by the board of directors, however, the reporting year of the organization shall begin on January 1 of each year.
Section 7.4 Budget and Expenditures. The organization shall not maintain funds, nor will members be required to pay dues. In the absence of an organizational budget, neither the board of directors nor the officers may determine expenditures for programs and events. Rather, each individual member will determine the suitability of any expenditure of their funds following their standard operating procedure.
ARTICLE EIGHT : AMENDMENTS TO BYLAWS
Section 8.1 These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or any special meeting, if at least 5 days written notice is given of the intention to alter, amend, or repeal, or to adopt new bylaws at such meeting.