Teach Autistic Children Today

Teach Autistic Children Today, Inc.
Bylaws of the Corporation
Made effective September 26, 2007, by unanimous vote of the Board of Directors

ARTICLE I
Office

SECTION 1. Principal Office. The principal office of Teach Autistic Children Today, Inc. (herin referred to as the “Corporation”), shall be:

5519 Woodlyn Road
Frederick, MD 21703

SECTION 2. Other Offices. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time to appoint.

ARTICLE II
Board of Directors

SECTION 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation (herein referred to as the “Board”).

SECTION 2. Number and Term of Office. The Board shall consist of not less than five (5) Directors – also known herein as Members- nor more than 20 Directors, as may be designated from time to time by resolution of a majority of the entire Board then in office. Each Director, other than the Officers of the Corporation, shall serve for a term of three years.

SECTION 3. Nominations and Election of Directors. At the June meeting of the Board of Directors, any two Members of the board may recommend candidates for election to the Board, provided that written notice thereof is received by the Board President of the Corporation at least 21 days before the meeting at which the election is to be held.. Candidates nominated in June will be voted upon at the regular meeting of the Board of Directors in August. The new Members of the Board of Directors must be elected by an affirmative vote of a majority of the entire Board of Directors then in office and present at each meeting either in person or by proxy provided a quorum is achieved. Terms of service will begin October 1 following election. This section does not preclude the Board’s ability to add Members at other times throughout the year, as deemed necessary and appropriate by a majority of the Board.

SECTION 4. Filling of Vacancies and Removal. In the case of any vacancy on the Board of Directors through death, resignation, disqualification, removal, or other cause, the remaining Directors, by affirmative vote of the majority thereof, may elect a successor to hold office until the next annual election of Board Members or for a full term not to exceed three years (plus the portion of the year until the next election of Directors).

Similarly, and in the event of the number of directors being increased as provided in these Bylaws, the additional Directors shall be elected by a majority of the entire Board of Directors already in office and shall hold office for such term, not exceeding three years (plus the portion of the year until the next election of Directors), as may be specified by the Board.

Any director may be removed from office with or without cause by the affirmative vote of a supermajority of the members voting at any regular meeting of the Board or at any special meeting of Members called for that purpose.

SECTION 5. Place and Method of Meeting. The Board may hold their meetings, either within or outside the State of Maryland, at such place or places as they may from time determine by resolution of the Board. The Board may hold their meetings in person or by conference telephone or other similar electronic communications equipment by which all Directors participating can hear each other, in accordance with the provisions of the Maryland Corporation Law.

SECTION 6. Regular and Special Meetings. Regular meetings of the Board shall be held in accordance with a schedule approved by resolution of the Board. Special meetings of the Board may be held whenever called by the President of the Board or by written request delivered to the President or Secretary at least seven days before the proposed date for such meeting specifying the purpose of the meeting, by any three (3) or more Members of the Board. The Secretary shall give notice of each special meeting of the Board of Directors, specifying the purpose for which the meeting is called, by mailing the same to each Director at least six (6) days prior to the meeting or by faxing, e-mailing, or personally delivering the same at least three (3) days before the meeting, but the requirement for any such notice may be waived by any Director by attendance at the meeting or by a written waiver filed with the minutes of such meeting. At any special meeting, the Board shall only vote on the matters indicated in the notice of the meeting and other matters directly related thereto.

SECTION 7. Quorum. A majority of the whole number of Directors then in office shall constitute a quorum for the transaction of business at all meetings of the Board of Directors.

SECTION 8. Required Vote. All Directors have one vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution, unless otherwise specified in these Bylaws.

SECTION 9. Compensation of Directors. Directors shall not receive any salary or other compensation for their services as Directors of the Corporation but may, to the extent authorized by the Board, be reimbursed for their proper expenses actually and reasonably incurred on behalf of the Corporation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

SECTION 10: Executive Committee: This Committee shall be chaired by the President and shall comprise the Directors who are officers of the Corporation (President, Vice President(s), Secretary, and Treasurer). This Committee shall plan and prioritize items for board discussion and action. The Committee shall also be responsible for evaluating the performance of an Executive Director (if one exists) at least annually and reporting the results of such evaluation to the Executive Director and a summary thereof to the Board and may, from time to time, be called upon for consultation by the Executive Director. The Executive Director shall attend each meeting of the Executive Committee but shall not have a vote on matters decided upon.

When it deems such action necessary or appropriate, the Executive Committee shall have and may exercise the authority of the Board of Directors in the management of the Corporation, except that such Committee shall have no authority to amend, alter, or repeal the Bylaws; to elect, appoint, or remove any Director or Officer of the Corporation; or to approve any charter document required to be filed with the State Department of Assessments and Taxation of Maryland. When it exercises the authority of the Board, such action of the Executive Committee must be reported to the Board at its next meeting.

SECTION 11: Program Committee: At the appropriate time, the Board of Directors shall appoint a Program Committee that shall be responsible for overseeing the performance of the Corporation’s Program of providing support to children with autism and their families and other related activities approved by the Board. The Program Committee shall be responsible for developing Program standards, monitoring/evaluating performance of the Program, evaluating the successes and failures of the Program, identifying and enlisting other community organizations to cooperate with and support the Program, and making recommendations to improve the Program. At the November meeting of the Board, or as soon thereafter as possible, the Program Committee shall propose a set of goals and objectives for the Committee for the next calendar year to be reviewed and approved by the Board. The Program Committee shall periodically report to the Board on program performance, including an annual report at or near the end of each calendar year.

SECTION 12. Board Member Development Committee. The Executive Committee of the Board shall appoint a Board Member Development Committee consisting of at least two and not more than three Members of the Board. The Board Member Development Committee is responsible for the selection and nomination of candidates for the Board of Directors, the nomination (in consultation with the Executive Committee) of candidates to serve as the Officers of the Corporation, the recruitment of potential Directors, and the orientation and training of new Directors.

SECTION 13. Marketing Committee (Public Affairs). The Board of Directors shall elect a Marketing Committee consisting of at least two Directors. The Marketing Committee shall annually develop a plan to promote the organization and publicize the organization’s program and activities within the community, present this plan to the Board of Directors, and take such actions as may be required to ensure its implementation, once the plan is approved by the Board. In addition, this committee will provide advice and make recommendations to the Board of Directors and/or the Executive Director regarding communications with the press.

SECTION 14. Development Committee. The Board shall designate a Development Committee that shall be responsible for overseeing the development of funding resources for the organization, including organizing and overseeing fund-raising campaigns (including fund-raising events), overseeing and evaluating grant applications, and developing and overseeing the implementation of the necessary efforts to obtain and maintain adequate funding for the Program and the Corporation. Annually at the beginning of each year, the Development Committee shall propose to the Board for review and approval a plan and calendar of events for the year to accomplish its mission; periodically during and at the end of the year, the Committee shall report on the progress and achievement of the plan approved by the Board.

SECTION 15. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more special committees, each committee to consist of one or more of the Directors of the Corporation. Each committee shall have such duties and may exercise the powers of the Board of Directors and exist for such term as may be provided in the authorizing resolution. Any such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 16. Director Emeritus. The Board may, by resolution passed by a majority of the whole Board, elect a retiring or former Board Member, having served on the Board with distinction for five or more years, as a Director Emeritus. A Director Emeritus shall be invited to attend all Board meetings for the period specified in the resolution, but such person shall not have a right to vote nor be considered present for establishing a quorum for the Board to conduct business.

SECTION 17. Conflict of Interest Policy. No Board Member shall participate in any vote on any matter in which he or she, or a Board Member’s immediate family member, may specifically and substantially benefit from the work of this organization. At any occasion in which a Board Member or his/her immediate family member may benefit specifically and substantially, the Board Member shall recuse him or herself from any discussion and vote pertaining to the matter. The Board Member may be asked to testify to the Board, but only at the discretion of the majority of the Board.

ARTICLE III
Officers

SECTION 1. Election and Tenure. The Officers of the Corporation shall be the President, one or more Vice Presidents as determined by the Board, the Secretary, and the Treasurer.

At the August 2007 Board of Directors meeting, the President and Secretary will be elected for three years for the first term, while the Vice President(s) and Treasurer will be elected for two years. The President, Vice President(s), Treasurer, and Secretary may only then hold another consecutive three-year term should a majority of the board agree that other suitable and qualified candidates are willing and able to serve in any or all of those capacities. All Officers from thereon may only serve two consecutive three-year terms in any one position should a majority of the board agree that other suitable and qualified candidates are willing and able to serve in any or all of those capacities.

When an election is required by these Bylaws, the Executive Committee of the Board of Directors will receive from the Board Member Development Committee by June each year a proposed slate of candidates to serve as Officers of the Corporation for the following year. Following approval by the Executive Committee and at the July meeting of the full Board of Directors, the Board Development Committee shall present the slate of candidates to serve as Officers of the Corporation for the following year as provided herein. This slate shall be voted upon at the regular meeting of the Board of Directors in August. At or before the August meeting, any other nominations may be made by a Member of the Board then in office. All candidates nominated to serve on the Executive Committee must be Members in good standing of the Board of Directors. The Officers shall be elected by a majority of the entire Board of Directors present at the meeting or by proxy delivered to the Secretary no later than the start of the meeting at which the vote will be taken. Unless otherwise specified by the Board, the terms of the Officers shall begin on October 1 of the same year as their election in August.

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all Officers, employees, and agents of the Corporation shall be subject to removal from those positions at any time by the affirmative vote of a supermajority of the whole Board of Directors.

SECTION 2. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and preside over all meetings of the Board of Directors. He or she shall have general charge and control of all the Corporation’s business affairs and properties.

The President may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be an ex-officio member of all the standing committees. The President shall do and perform such other duties as may, from time to time, be assigned to him/her by the Board of Directors. The President cannot serve more than two consecutive full terms (but this limit shall not apply to any partial term preceding a full term if an individual is elected to fill out the remainder of any term of a president who has resigned or been removed).

SECTION 3. Powers and Duties of the Vice President(s). The Board shall appoint one or more Vice Presidents. Any Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board of Directors or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by the Vice President(s) in the order specified by the Board, and the taking of any action by any such Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.

SECTION 4. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and s/he shall ensure that a full and accurate account of receipts and disbursements of the Corporation is maintained. S/he shall ensure that all moneys and other valuables earned or received by the Corporation are deposited in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. At the beginning of each year, the Treasurer shall prepare for review and approval by the Board an annual budget for the Corporation. The Treasurer, in consultation with the Executive Director, shall also prepare and propose for review and approval by the Board a compensation plan for the staff of the Corporation, as applicable.

The Treasurer shall be responsible for disbursing the funds of the Corporation subject to the direction of the Board of Directors or the Executive Committee and for obtaining proper receipts or other documentation for such disbursements. S/he shall cause to be rendered to the President and the Board of Directors, whenever either so requests, an account of all financial transactions of the Corporation and of the financial condition of the Corporation, including a reconciliation with the approved budget for such year. The Treasurer may, with the approval of the Board or Executive Committee or as permitted by these Bylaws, delegate the authority to disburse funds and maintain records to other officers or employees of the Corporation, subject to limits specified by the Board, Executive Committee, or Treasurer and to the Treasurer’s duty to monitor and oversee such delegated activities.

The Treasurer shall, if requested, give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation in case of his or her death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his control belonging to the Corporation. The Board of Directors will pay for the bond, if so required by said Board of Directors, and such bond will bond all designated signatories in control of the corporation's funds.

The Treasurer shall perform all duties generally assigned to and consistent with the office of the Treasurer, subject to the control of the Board of Directors and the President.

SECTION 5. Secretary. The Secretary shall be responsible for seeing that minutes of the meetings of the Board of Directors are kept and that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in general shall perform all duties incidental to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

ARTICLE IV
Executive Director

SECTION 1. Appointment and Tenure. The Board may appoint an employee of the Corporation as Executive Director. If appointed, such person shall serve in such capacity at the discretion of the Board and may be removed from such position at any time by the Board.

SECTION 2. Duties and Authority: The Executive Director shall be responsible, subject to the direction of the Board and the President and anyone else specified by the Board, for the supervision and management of the employed staff and daily operations of the Corporation. The Executive Director shall not be an Officer of the Corporation but shall attend meetings of the Board and the Executive Committee and provide such other support to the Board and the Executive Committee as may be requested by either. The Executive Director may execute such contracts on behalf of the Corporation (a) which are contemplated by and within the limits of the budget approved by the Board or (b) which have been specifically approved by the Board. The Executive Director shall have such other responsibilities and authority as may be provided by these Bylaws or by resolutions of the Board or as may be delegated by the President.

ARTICLE V
Corporate Seal

SECTION 1. Seal. If the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Maryland” or words “State of Maryland.” Duplicate copies of the corporate seal may be obtained, but each copy thereof shall be in the custody of the Secretary or Executive Director of the Corporation.

ARTICLE VI
Bank Accounts and Loans

SECTION 1. Bank Accounts. The President, Treasurer, and Executive Director, as well as such other Officers, employees, or agents of the Corporation as from time to time shall be designated by the Board of Directors, shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and to withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name of or on behalf of this Corporation, and made or signed by such officers or agents, subject to any limits as may be specified by the Board. Each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash, and pay all checks, drafts, or other instruments or orders for the payment of money when drawn, made, or signed by Officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such Officers or agents by the Board of Directors shall have been received by such bank or trust company. All accounts must be FDIC-insured. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited the signature of the Officers or agents of the Corporation so authorized to draw against the same.

SECTION 2. Loans. When authorized by the Board of Directors, the persons specified by such resolution shall be authorized to obtain loans (including lines of credit), advances, or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms, or persons as the Board of Directors shall from time to time designate and as security for the repayment of such loans, advances, or other forms of credit to provide such collateral as may be approved by the resolutions of the Board. There shall from time to time be certified to each bank, trust company, institution, corporation, firm, or person from whom such credit is authorized by the Board to be obtained the signatures of the Officers or agents so authorized to draw thereon; and each such bank, trust company, institution, corporation, firm, or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such Officers or agents shall be delivered to such bank, trust company, institution, corporation, firm, or person.

ARTICLE VII
Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of the calendar year.

SECTION 2. Notices. Under the provisions of these Bylaws, whenever notice is required to be given to any Director, Officer, or other party, such notice may be given in person or in writing by e-mail or by mail, by depositing the same in a post office or letter box or with a recognized courier service, in a postpaid sealed wrapper, addressed to each Officer or Director or party at such address as appears in the records of the Corporation or, in the absence of such record or if deliveries to such address of record are refused or returned, to such other address for such individual as may be reasonably determined based on public records, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any Member, Director, or Officer may waive any notice required under these Bylaws.

ARTICLE VIII
Amendment

SECTION 1. Amendment of Bylaws. The Board of Directors shall have the power and authority to amend, alter, or repeal these Bylaws or any provision thereof and may from time to time make additional Bylaws, provided that any such amendment is approved by at least a three-quarters majority of the Directors then in office.

ARTICLE IX
Indemnification

SECTION 1. Definitions. As used in the Article IX of these Bylaws, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (herein referred to as the ”Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

SECTION 2. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a Director or Officer of the Corporation to the full extent permitted by and in accordance with the Indemnification Section.

SECTION 3. Indemnification of Employees and Agents. With respect to an employee or agent, other than a Director or Officer, of the Corporation, the Corporation may, when determined to be appropriate by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.