The Maryland Chapter of NAIOP

BYLAWS OF THE MARYLAND CHAPTER OF
THE NATIONAL ASSOCIATION OF INDUSTRIAL
AND OFFICE PARKS, INC.

click here for .pdf version

ARTICLE I	NAME, LOCATION AND JURISDICTION
Section 1.	Name. The name of this Chapter (hereinafter the "Chapter") shall be the MARYLAND CHAPTER OF THE NATIONAL ASSOCIATION OF INDUSTRIAL AND OFFICE PARKS, INC.
Section 2.	Location. The principal office of the Chapter shall be located as designated by the Board of Directors
Section 3.	Jurisdiction. The Chapter shall have jurisdiction over and shall extend membership to individuals or firms eligible to membership in accordance with the standards and requirements of the NATIONAL ASSOCIATION OF INDUSTRIAL AND OFFICE PARKS, INC. (hereinafter the "Association") within the jurisdiction of the Chapter which shall be defined by the Association.
ARTICLE II	PURPOSES
Section 1.	The purposes of the Chapter shall be: A. To unite persons actively engaged in, or interested in, the development of industrial and office parks through membership in a non-profit corporation. B. To develop, through research, discussion and the exchange of information, better standards for the development and operation of industrial and office parks. C. To provide opportunities for members to increase their knowledge of the industrial and office park business and to increase their individual capabilities. D. To provide leadership on issues of concern to members of the Chapter. E. To interact with governmental agencies, public utilities, financial, insurance and other companies engaged in business related to office and industrial parks. F. To conduct or engage in all lawful activities in furtherance of the foregoing purposes or incidental thereto.
ARTICLE III	MEMBERSHIP
	Each member of the Chapter shall be classified as a Developer Member, a Developer Affiliate Member, an Associate Member or an Associate Affiliate Member.
Section 1.	Developer Member
	A. Eligibility. An individual, partnership or company located within the jurisdiction of the Chapter, without discrimination, developing one or more industrial or office parks, or industrial of office buildings, shall be eligible for Developer Membership in the Chapter, subject to the provisions of the Bylaws of the Chapter and of the Association. An eligible developer shall become a Developer Member upon approval of his membership application by the Association's and Chapter's Board of Directors, and upon payment of annual dues as established by the Association and by the Chapter. B. Representation. Each Developer Members shall designate an individual person as its Delegate to represent it with respect to the business of the Chapter and amy also designate an individual person as an Alternate Delegate who may represent it in the absence of the Delegate. Notification of the appointment and address of such Delegate and Alternate shall be sent by the Developer Member to the Chapter and to the Association. A Delegate or Alternate Delegate, so named by the Developer Member, shall be empowered to represent that Member until the Member has otherwise notified the Chapter and the Association. C. Rights and Privileges. A Developer Member, through its designated Delegate or Alternate Delegate, shall have all rights and privileges of membership in the Chapter, including the right to receive all publications of the Chapter, to attend all annual and special meetings of the chapter, to vote in any Delegate assembly, to hold office and to serve in any capacity on any committee or task force of the Chapter.
Section 2.	Developer Affiliate
	A. Eligibility. Any person employed by a Developer Member shall be eligible to become a Developer Affiliate member of tghe Association and the Chapter, upon payment of annual deus prescribed by the Association and the Chapter. B. Rights and Privileges. Developer Affiliate Members shall have all rights and privileges of membership in the Chapter, including the right to receive all publications of the Chapter, to attend all annual and special meetings of the Chapter, to vote in any Delegate assembly, to hold office and to serve in any capacity on any committee or task force of the Chapter.
Section 3.	Associate Membership
	A. Eligibility. Any individual, partnership or company located within the jurisdiction of the Chapter, but not qualified under Article III (A) (1) for membership in the Chapter and in the Association shall, without discrimination, be eligible for Associate Membership in the Association and in the Chapter, subject to the respective provisions of the Bylaws of the Association and the Chapter. An eligible individual, partnership or company shall become an Associate Member upon approval of the Association's and Chapter's Board of Directors, and upon payment of annual dues as established by the Association and the Chapter. B. Representation. Each Associate Member shall designate an individual person as its Delegate to represent it with respect to the business of the Chapter and may also designate an individual person as an Alternate Delegate who may represent it in the absence of the Delegate. Notification of the appointment and address of such Delegate and Alternate shall be sent by the Associate Member to the Chapter and to the Association. A Delegate or Alternate Delegate, so named by the Associate Member, shall be empowered to represent that Member until the Member has otherwise notified the Chapter and the Association. C. Rights and Privileges. An Associate Member, through its designated Delegate or Alternate Delegate, shall have the right to receive all publications of the Chapter and to attend all annual and special meetings of the Chapter, except those specifically limited by the Executive Committee to Developer and Developer Affiliate Members. Associate Members may not vote in any Delegate assembly, but may, through their designated Delegate or Alternate Delegate, express their opinions on matters to be considered. Associate Members may not hold office in the Chapter, but may serve as voting members of the Chapter Board of Directors or any regular, special or standing committee and may serve in appointed positions at the pleasure of the President of the Chapter.
Section 4.	Associate Affiliate
	A. Eligibility. Any person employed by an Associate Members may be designated by such Associate Member to become an Associate Affiliate Member of the Association and of the Chapter, subject to payment of annual dues as prescribed by the Board of Directors of the Association and of the Chapter. B. Rights and Privileges. Associate Affiliate Members shall receive all publications, notices and other materials issued by the Chapter to the general membership and may attend all annual and special meetings of the Chapter, except those specifically limited by the Board of Directors to Developer and Developer Affiliate Members. Associate Affiliate Members may not vote in any Delegate assembly, but may express their opinions on matters to be considered. Associate Affiliate Members may not hold office in the Chapter, but may serve as voting members of the Chapter Board of Directors or any regular, special or standing committee and may serve in appointed positions at the pleasure of the President of the Chapter.
ARTICLE IV	ADMISSIONS PROCEDURE
	Section 1. Applicants for membership shall be submitted to the office of the Association for approval according to such requirements and guidelines as the Association may establish. Upon approval by the Association, applicants shall be submitted to the Board of Directors of the Chapter for approval by a majority vote. Section 2. Dues, fees and assessments for membership in the Chapter shall be in such amounts as shall be established from time to time by the Chapter's Board of Directors, following approval by the Association's Board of Directors. Said dues, fees and assessments shall be sufficient to pay for the Chapter's general operations and activities, including such special projects as the Chapter's Board of Directors may from time to time authorize the Chapter to undertake. The Board of Directors shall establish from time to time policies and procedures regarding the collection of dues including those regarding billing, collection, due dates, proration schedules and so forth. Section 3. An accounting of the finances of the Chapter shall be made as of the annual meeting each year, to the State Vice President, to the Association and to the members of the Chapter. Section 4. Resignation. Resignation from membership shall be tendered in writing to the Association and to the Chapter. Resignation shall not relieve any member from liability fro Association or Chapter dues accrued and unpaid at the time such resignation is filed. Section 5. Suspension and Expulsion. Any member may be suspended or terminated for cause. Sufficient cause for suspension or termination of membership shall be violation of the bylaws or any lawful rule or practice duly adopted by the Chapter, or any other conduct prejudicial to the interests of the Chapter. Failure to pay dues in a timely manner or to meet the criteria for membership is presumed adequate reasons for expulsion and does not require advance notice to the member nor deliberation by the Board of Directors. Suspension or expulsion for any other reason shall have been sent by certified or registered mail to the last recorded address of the member at least twenty (2) days before final action is take thereon. This statement shall be accompanied by notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to present any defense to such charges before action is taken thereon.
ARTICLE VI	MEETING
Section 1.	Annual Meeting. The Annual Meeting of the Chapter shall be held during the months of November or December, unless otherwise ordered by the Board of Directors, for the purpose of electing Officers and members of the Board of Directors, for receiving annual reports, and for transaction of other business of the Chapter. Notice of such meeting shall be mailed to the last recorded address of each member at least ten (10) days before the appointed time of the meeting.
Section 2.	Regular and Special Meetings. Regular meetings of the Chapter shall be held at such times and in such places as shall be established by the Board of Directors of the Chapter. Special meetings of the Chapter may be called by the President or by majority vote of the Board of Directors, or by the President at the written request of ten (10) Developer Members of the Chapter. Notice of any regular or special meeting shall be mailed, faxed or e-mailed to each member at his last recorded address , fax number or e-mail address at least ten (10) days in advance of the meeting with a statement of the time and place and information as to the subject or subjects to be considered.
Section 3.	Quorum. A quorum for the transaction of Chapter business shall be twenty-five percent (25%) of the Developer Members and Developer Affiliate Members of the Chapter.
Section 4.	Parliamentary Rule. The Board of Directors may establish rules for the order, conduct and procedures of annual, regular and special meetings of the chapter as shall not conflict with the provisions of these bylaws. The usual parliamentary rules as laid down in Robert's Rules of Order shall govern all deliberations, when not in conflict with these bylaws or with rules or order prescribed by the Board of Directors.
ARTICLE VII	OFFICERS/EXECUTIVE COMMITTEE
Section 1.	The Officers/Executive Committee of the Chapter shall consist of a President, President-Elect, Vice President, Secretary/Treasurer and two most Immediate Past Presidents who shall be elected by the Developer and developer Affiliate Members, upon recommendation of the Nominating Committee, at the conclusion of the Annual Meeting each year. All Officers must represent Developer Members as Delegates, Alternate Delegates or Developer Affiliates. The Officers shall hold office for a term of one (1) year beginning January 1 following the annual meeting, or until their successors are elected and duly qualified. Following their election, the slate of officers shall be submitted to the Association for approval by the President of the Association.
Section 2.	President. The President shall be the principle elected officer of the Chapter; shall, if present, preside at all meetings of the Chapter, of the Board of Directors; and shall be a member ex-officio, with the right to vote, of all committees except the Nominating Committee. He or she shall also, at the annual meeting and at such other times as he or she shall deem appropriate, communicate to the Chapter such matters as shall contribute to the business of the Chapter, and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.
Section 3.	President-elect. The President-Elect shall perform all the duties and exercise all the powers of the President in his or her temporary absence or disability, shall serve any unexpired term of the President in the event of a vacancy in that office, and shall have such other duties as the President or Board of Directors may delegate or assign. He or she shall be responsible for the operations of the Communications, Government Affairs and Membership committees.
Section 4.	Vice President. The Vice President shall be responsible for the operations of the Education, Program and Awards committees, and he or she shall have any other duties as the President or Board of Directors may delegate or assign.
Section 5.	Secretary/Treasurer. The Secretary/Treasurer shall give notice of and attend all meetings of the chapter, shall keep a record or all proceedings, shall attest to all documents and shall perform such other duties as may be assigned . He or she shall have authority and responsibility for the monies of the Chapter and shall deposit the same, in the name of the Chapter, in a bank or trust company approved by the Board of Directors. He shall keep an account of all monies received and shall make disbursements as authorized by the Board of Directors and shall report on the fiscal affairs of the Chapter to the Board of Directors on a regular basis and to the Chapter at the annual meeting. He or she shall be responsible for the timely filing of all statements and reports required of the Chapter bylaws. The Secretary/Treasurer may, upon approval of the Board of Directors, delegate the day-to-day conduct of the functions of his or her office to staff, however, he or she shall at all times retain responsibility for the fiscal affairs of the Chapter.
Section 6.	Bonding. At the direction of the Board of Directors, any officer, employee or third party management staff of the Chapter shall furnish, at the expense of the Chapter, a fidelity bond in such sum as the Board of Directors shall prescribe.
ARTICLE VIII	BOARD OF DIRECTORS
Section 1.	The Board of Directors shall consist of the four (4) elected officers, the two most Immediate Past Presidents and up to eight (8), but not fewer than four (4) Directors at Large. The term of office of the members of the Board of Directors shall coincide with the term of office of the elected officers. At least one (1), but not more three (3) Directors at Large shall be an Associate Members or Associate Affiliate Members.
Section 2.	Authority. The Board of Directors shall have supervision, control and direction of the affairs of the Chapter, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the executive of the powers granted, appoint such agents as it may consider necessary. The Board of Directors shall be accountable to the members for its conduct of the affairs of the Chapter.
Section 3.	Meetings. The Board of Directors shall meet upon the call of the President at such times and in such places as he or she may designate and shall be called to meeting upon demand of a majority of its members. A majority of the whole Board of Directors shall constitute a quorum at any meeting of the Board.
Section 4.	Resignation, Removal and Vacancy. Any officer or member of the Board of Directors may resign at any time by giving written notice to the President, the Secretary/Treasurer or the Board of Directors. Any Officer or member of the Board of Directors may be removed by a two-thirds (2/3) vote of the entire Board of Directors at any regular or special meeting. In the event of a vacancy in the office of President, the President-Elect shall succeed for the remainder of the unexpired term. Any other vacancy in the Board of Directors which may occur for any reason, may be filled by the President, with the approval of the remaining members of the Board of Directors, for the unexpired term.
ARTICLE X	COMMITTEES
Section 1.	Nominating Committee. The Nominating Committee of the Chapter shall consist of five (5) Developer or Developer Affiliate Members appointed by the President, by and with the approval of the Board of Directors, at least sixty (60) days prior to the date of the Chapter Annual Meeting. It shall be charged with presenting nominations for Officers to the and Directors at Large to the Chapter membership in writing at least twenty-one (21) days prior to the Chapter Annual Meeting. Nominations for Officers and Directors at Large may also be made, endorsed with the names of not less than ten (10) Developer and/or Developer Affiliate Members of the Chapter, if received by the Secretary/Treasurer at least ten (10) days prior to the annual meeting of the Chapter for immediate transmittal by him or her to the voting members of the Chapter.
Section 2.	There shall be such additional committees and task forces as shall be determined by the President, by and with the approval of the Board of Directors. The President shall appoint the Chairperson and members of all committees with the approval of the Board of Directors.
ARTICLE XI	GENERAL PROVISIONS
Section 1.	Fiscal year. The fiscal year of the Chapter shall be the calendar year.
Section 2.	Relationship with Association. The Chapter acknowledges the provisions of the charter issued to the Chapter by the Association and recognizes that provisions of bylaws adopted by the Chapter must not be in conflict with the provisions of the bylaws of the Association. Amendments made to the bylaws shall be submitted to the Association's Board of Director for approval in advance of adoption by the Chapter, shall be filed with the Executive Vice President of the Association.
Section 3.	Restriction of Activity. All policies and activities of the Chapter shall be consistent with applicable international, federal, state and local anti-trust, trade regulations and other legal requirements and applicable tax-exemption requirements, including the requirement that the Chapter not be organized for profit and that no part of its net earnings shall inure to the benefit of any member. Any activities of the Chapter or Chapter-related actions of its staff, officers, directors or members which violate these regulations are detrimental to the interest of the Chapter and are unequivocally contrary to Chapter policy. The Chapter shall be non-racial, non-sectarian and wholly abstain from any political affiliation.
ARTICLE XII	INDEMNIFICATION
Section 1.	Each person who was or is made a party or is threatened to be made a party to or is involved in any action suit or proceeding, whether civil, criminal, administrative or investigative ("proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Chapter or is or was serving at the request of the Chapter as a director, officer, employee or agent or another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Chapter to the fullest extent authorized by Maryland Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Chapter to provide broader indemnification rights than said Law permitted the Chapter to provide prior to such amendment) against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, provided, however, that the Chapter shall indemnify any person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Chapter. Such right shall be contract right and shall include the right to be paid by the Chapter expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Chapter of an undertaking, by or on behalf of such director of officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise.
Section 2.	If a claim under Section 1 is not paid in full by the Chapter within ninety (90) days after a written claim has been received by the Chapter, the claimant may at time thereafter bring suit against the Chapter to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to the Chapter) that the claimant has not met the standards of conduct which make it permissible under the Maryland Law for the Chapter to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Chapter. Neither the failure of the Chapter (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the State Law, nor an actual determination by the Chapter (including its Board of Directors, independent legal counsel, or its members) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant had not met the applicable standard of conduct.
Section 3.	The rights conferred on any person by Section 1 and 2 of this Article shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of members or directors or otherwise.
Section 4.	The Chapter may maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Chapter or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Chapter would have the power to indemnify such person against such expenses, liability or loss under the Maryland law.
ARTICLE XIII	AMENDMENTS
	These bylaws may be amended by the affirmative vote of two-thirds (2/3) of the Developer Members present and voting at any Chapter annual or special meeting where a quorum is present, provided twenty-one (21) days advance written notice shall have been given to all Developer Members of the Chapter of the intent to offer amendments together with a written copy of the text of the proposed amendments.