Bylaws

MARYLAND COALITION FOR GIFTED AND TALENTED EDUCATION

CONSTITUTION and BY-LAWS

July 2019

ARTICLE I: NAME

The name of this organization is the Maryland Coalition for Gifted and Talented Education (MCGATE.)

ARTICLE II: PURPOSE

1. To advocate for an appropriate education and services to meet the needs of diverse gifted and talented learners throughout the state of Maryland.

2. To educate families, caregivers, and the community about the needs of the gifted and talented.

3. To support local associations dedicated to the interests of the gifted and talented.

4. To inform local, state, and other public and private institutions about the needs of gifted and talented individuals.

5. To promote advocacy and action at local, state, and national levels.

6. To facilitate a statewide communications network to implement these goals.

ARTICLE III: POLICIES

Section 1: The said Coalition is organized exclusively for educational purposes, including, for such purpose, the making of distributions to organization that quality as exempt organizations under Section 501© (3) of the Internal Revenue Code of 1954.

Section 2: No part of the net earnings of the Coalition shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Coalition shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 above.

No substantial part of the activities of the Coalition shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Coalition shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these Amendments of Articles of the Constitution, the Coalition shall not carry on any other activities not permitted to be carried on:

a) by an entity exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or

b) by an entity, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954.

Section 3: The Coalition shall be non-commercial, non-sectarian, and non -partisan.

Section 4: The name of the Coalition or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with a partisan interest or for any purpose not appropriately related to promotion of the purpose of the Coalition.

Section 5: The Coalition may cooperate with other organization and agencies concerned with gifted and talented education, but persons representing the Coalition in such matters shall make no commitments that bind the Coalition without a majority vote of the Executive Committee.

Section 6: The fiscal year of the Coalition shall be from June 1 to May 31.

ARTICLE IV: MEMBERSHIP

Section 1: Any person or organization who supports the purposes of the Coalition may join by paying dues. Membership becomes effective upon receipt of dues and is good until August 31. Dues are not prorated.

Section 2: Only members who have paid the current dues of the Coalition will be eligible to vote to serve in elective offices, appointive offices, or on committees.

Section 3: Organizations and individual members shall pay annual dues as established by the Executive Board.

ARTICLE V: SPONSORSHIP

Sponsors may be accepted at the discretion of the Executive Committee to promote the work of the Coalition.

ARTICLE VI: OFFICERS AND ELECTIONS

Section 1: Enumeration and Election of Officers:

a) The Executive Committee officers shall consist of the President, a Vice President, a Secretary, a Treasurer, and the Immediate Past President. These officers, except for the Immediate Past President, shall be elected by the general membership.

b) Each officer serves a two-year term from September 1 to August 31. Officers may serve up to two consecutive terms except for the Immediate Past President. The offices of President, President-Elect, and Secretary will be elected in even years and the offices of Vice President and Treasurer will be elected in odd years.

c) The election will be held by electronic ballot. The candidate for each office receiving the largest number of votes shall be elected.

d) The nominating committee shall be led by the Immediate Past-President (or President if there is no Immediate-Past President) and composed of at least two members appointed by the President.

e) The nominating committee shall nominate at least one person for each office and shall present its nominees to the membership for a 30-day voting period.

f) Only those persons who have signified consent to serve if elected shall be nominated for or elected to each office.

g) In the event of a vacancy in the office of President, the President-Elect shall assume the office of President. If there is no President-Elect, the Vice President will take over. In the event of a vacancy in any office other than President, the President shall fill said vacancy by appointment with the approval of the Executive Committee for the unexpired term.

h) Resignations shall be made in writing to the President.

Section 2: Duties of the Executive Committee officers:

a) The President is to preside at all meetings. In the absence or disability of the Treasurer, or as needed, the President may sign or endorse checks, drafts or notes; the President shall co-sign with Treasurer drafts or checks when required by banking policy or regulations. The President appoints the Nominations and Elections Committee, Bylaws Committee, standing committee chairs and members, and other chairs as provided in the Constitution. The President shall perform other such duties as may be designated by the Board of Directors and has the usual powers of supervision and management as may pertain to the office of President.

b) The Vice President, in the event of absence, disability, resignation, or death of the President, shall possess all powers and perform all the duties of that office. In the absence of a Vice President, the Executive Committee will appoint an interim President until the next election. The Vice President shall serve on the Education and Outreach Committee and shall perform any other such duties as the President and Executive Committee may designate. The Vice President shall serve on the education and outreach committee and is responsible for overseeing any ad-hoc committees as designated by the President.

c) The Immediate Past President assumes office after completing his or her final term as President. Duties of the Immediate Past President include chairing the Nominations and Elections Committee, assisting the Board of Directors in carrying out its fiduciary responsibilities, and fulfilling the basic responsibilities of all officers. The Immediate Past-President serves no more than one two-year term.

d) The Secretary shall record and maintain all minutes of the quarterly Executive Committee meetings, general meetings, and any special meetings, distribute them to the Executive Committee for approval, and ensure they are available to the membership at large. The Secretary shall serve on at least one standing committee and shall fulfill other responsibilities as assigned by the President.

e) The Treasurer shall receive funds, keep records, and make disbursement of all funds collected as directed by the Executive Committee in accordance with the purpose of the Coalition. The Treasurer shall maintain and file such financial records as may be required by law. In addition, these records shall be open to any bona-fide member of the Coalition upon written request. The Treasurer shall make financial reports at Executive Committee and general membership meetings and shall prepare an annual budget to be approved by the Board at the Annual Membership meeting. An annual audit shall be performed by a Finance Committee appointed by the President and approved by the Executive Committee when required by law. The Treasurer will serve as chair of the Finance Committee and will serve on the Development Committee.

ARTICLE VII: EXECUTIVE COMMITTEE

Section 1: The Executive Committee shall consist of the elected officers and the immediate past president.

Section 2: A quorum of the Executive Committee shall consist of four members

Section 3: The Executive Committee shall establish policies in accordance with the Constitution and lead the development of the strategic plan.

Section 4: The Executive Committee shall meet at such time and places as it may deem necessary. Meetings may be called by the President or upon written request of a majority of the Executive Committee.

Section 5: In instances where special circumstances require expeditious action between meetings of the Board of Directors, the Executive Committee shall have the power to take the necessary actions, subject to any prior limitation imposed by the Board of Directors. The minutes of the Executive Committee shall include a summary of the circumstances requiring any expeditious action taken by the Executive Committee and the minutes shall be submitted to the Board of Directors.

ARTICLE VIII: BOARD OF DIRECTORS

Section 1: The business affairs of the Coalition shall be governed by a Board of Directors. The Board of Directors shall consist of the Executive Committee officers, standing committee chairs, and no more than three appointed ad-hoc chairs.

Section 2: A quorum of the Board of Directors shall consist of five members.

Section 3: The Board of Directors shall be expected to attend all quarterly meeting in person or virtually.

Section 4: Except as otherwise provided in these Bylaws, decisions of the Board of Directors shall be by vote of a majority of those present and voting, with a quorum established. Each Board member shall have one vote.

Section 5. Resignations shall be made in writing to the Executive Board.

ARTICLE IX: COMMITTEES AND COMMITTEE CHAIRS

Section 1: The President may establish such standing committees as the President determines are appropriate for the conduct of the business of the Coalition. The standing committee chairs and members shall be appointed by the President. Each committee shall include at least one member of the Board of Directors.

Section 2: The term of office for committee chairs shall extend for one year from September 1 – August 31. Committee chairs may be reappointed.

Section 3: The committee chairs shall prepare and present annual reports to the Board of Directors and membership in person and/or in writing. Quarterly reports of committee work are to be submitted according to the deadlines established.

Section 4: The President or the Board of Directors may establish special committees or task forces for limited terms as they are deemed necessary for the functioning of the Coalition. Such committees will perform a specific charge assigned to them by the President or Board of Directors.

ARTICLE X: MEETINGS

Section 1: An annual meeting shall be held at such date, time, and place as is determined by the Executive Committee. The meeting may be held by conference call, virtually, or other means approved by the Executive Committee. The President may appoint a parliamentarian for this meeting.

The agenda at the annual meeting will ordinarily include:

a) presentation of the budget

b) the annual business report

Section 2: The Board of Directors shall meet virtually or in person at such times and places as it may deem necessary, at least four times per year. Meetings shall be open to the general membership and notification of meetings shall be given in advance.

Section 3: Special meetings may be called by the President, the majority of the Board of Directors, or by 10% of the membership by written request. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.

Section 4: Notice of general membership meetings and regular Board meetings, including the annual meeting, shall be in writing and delivered at least 14 days and no more than 30 days before the day of the meeting. Notices of special meetings shall state that it is a special meeting being called and may be given orally or in writing at least 48 hours prior to the meeting time. Failure of notice to any member shall not invalidate the meeting or any action taken at the meeting.

Section 5: A quorum at any general membership meeting shall consist of those members present and in good standing and at least five members of the Board of Directors present.

ARTICLE XI: Amendments

The Constitution may be amended at any meeting by a majority vote of the Board of Directors present and entitled to vote at a meeting at which a quorum is present if the text of the proposed amendments is given to the members in the notification of the meeting and is published not less than fourteen days before the general meeting. Amendments may also be made between meetings by electronic ballot provided members have at least fourteen (14) days to vote. The proposed amendment(s) must be submitted to the Board of Directors in writing at least fourteen (14) days prior to the meeting date.

ARTICLE XII: Termination

Upon the dissolution of the Coalition by two-thirds vote of the Board of Directors, the Executive Committee shall after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the liabilities of the Associations, dispose of all the assets of the Coalition exclusively for the purposes of the Coalition in such manner or to such organization or organizations operated for education purposes as shall at the time qualify as the exempt organization or organizations under Section 501©3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the Coalition is then located, exclusively for such purpose or to such organization or organizations, as said Court determine which are organized and operate exclusively for such purpose.