BYLAWS OF
The William Elder of Maryland Descendants Association, Inc. 
 
 
Preamble
 
In honor of  
A Pious Frontiersman, Two Pioneering Women, who was a
Husband and  his Wives,  A Father and Mothers,
English Colonists, Maryland settlers’ and American Patriots
nearly three hundred years after their birth, the descendents of
William Elder, Ann Wheeler Elder and Jacoba Livers Elder have formed an association.
 
Goals of the  Association
 
To reestablis  familial ties among the Elder descendants, 
 
To work for the  preservation of family records and the establishment of a archival repository for their preservation and other items related to the story of the Elders in the USA and elsewhere,
 
To study of Elder Family history and genealogy and 
to share it with the public at large,
To organize  local and national reunions.
 
To further the work of those Elder family historians, genealogist
and others who have preceded us, 
 
To  publish a newsletter and journal and to
and maintain an association website.
.
Therefore, the following shall constitute
the bylaws of the corporation known as
The William Elder of Maryland Descendants Association, Inc. 
 
 
ARTICLE ONE
OFFICERS
 
Section One.  The principal office of the corporation shall be located at Frederick County Maryland.  The corporation may have other such offices within or without the state of Maryland  as the Board of Directors may from time to time determine.
 
ARTICLE TWO
MEMBERS
 
Section One – Eligibility.  Any person who has an interest in the genealogy of the Elder family may become a member upon receipt in the association of the annual dues.  No one shall be excluded because of race, religion, color, sex, or age.
 
Section Two – Voting.  Each member in good standing shall be entitled to one (1) vote on each matter submitted to vote of the members.
 
ARTICLE THREE
MEETINGS OF MEMBERS
 
Section One – Regular Meeting.  A regular meeting of the members shall be held from time to time at the call of the President at a place designated by him but such meeting shall be held at least once every three years.
 
Section Two – Notice of Meetings.  Written or printed notice of such regular meeting stating the place, day and hour shall be posted to the members by regular mail at their address of record not less than thirty (30) days before the date of such meeting.
 
Section Three – Quorum.  The members present at such meeting shall constitute a quorum and shall be empowered to conduct the business of the corporation at each meeting.
 
ARTICLE FOUR
BOARD OF DIRECTORS
 
Section One – Composition.  The affairs of the corporation shall be managed by a Board of Directors composed of the President, the Vice-President, the Secretary, the Treasurer, the Membership Coordinator, the Immediate Past President, and one Member-at-Large, elected from members in good standing at the regular meeting.
 
Section Two – Tenure.  The term of office shall be until the next regular meeting and the election and qualification of a successor.
 
Section Three – Regular Meetings.  A regular meeting of the Board of Directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the regular  meeting of the members.  The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice other than such resolution.
 
Section Four – Special Meetings.  Notice of special meetings of the Board of Directors shall be given at least thirty (30) days previously thereto by written notice posted by regular mail to each director at his address as shown by the records of the corporation.  Any Director may waive notice of any meeting.  The business to be transacted at the meeting need not be specified in the notice or the waiver of notice of such meeting unless specifically required by law or by these bylaws.
 
Section Five – Quorum.  A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at any meeting, the members may adjourn the meeting without further notice.
 
Section Six – Vacancies.  Any vacancy occurring shall be filled by the Board of Directors.  A Director appointed to fill a vacancy shall serve for the unexpired term of his predecessors to office.
 
ARTICLE FIVE
OFFICERS
 
Section One – Officers.  The officers of the corporation shall be a President, a Vice-President, a Secretary, a Membership Coordinator, and a Treasurer.  The Board of Directors may call for the election of or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors.
 
Section Two – Election and Term of Office.  Each officer shall hold office until the first day of January following the election of his successor.
 
Section Three – Removal.  Any officer elected or appointed under the terms of these bylaws may be removed by the Board of Directors for dereliction of duty.
 
Section Four – Vacancies.  A vacancy in any 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 Five – Powers and Duties.  The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or by other directives of the Board of Directors.  In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.
 
ARTICLE SIX
COMMITTEES
 
Section One.  By resolution adopted by a majority, the Board of Directors may designate one or more committees to the extent provided for in such resolution and shall exercise the authority so specified by the Board.  Members of each such committee shall be members of the corporation and the President shall appoint the members thereof.  Any member may be removed by the person authorized to appoint such member whenever in his or her judgment the best interests of the corporation would be served by such removal.
 
ARTICLE SEVEN
MEMBERSHIP REQUIREMENT
 
Section One.  Officers of the corporation, members of the Board of Directors and persons serving on committees shall be members in good standing of the Association.  A member in good standing is one whose membership has not been allowed to lapse, as set forth in these bylaws.  Should any person holding a position covered in this Article allow his membership in the Association to lapse, he or she shall automatically be disqualified from holding such position, but may be reinstated, with the approval of the Board of Directors, upon payment of dues for the lapsed period.
 
ARTICLE EIGHT
CONTRACTS, CHECKS, DEPOSITS AND GIFTS
 
Section One – Contracts.  The Board of Directors may authorize any officer or officers or agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances.
 
Section Two – Checks, Drafts or Orders.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer, or in the event of his or her incapacity, by the President of the corporation.
 
Section Three – Deposits.  All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
 
Section Four – Gifts.  The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for any purpose of the corporation. 
 
ARTICLE NINE
BOOKS AND RECORDS
 
Section One.  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.  All books and records of the corporation may be inspected by any member, or his agent or attorney, for any purpose at any reasonable time.
 
ARTICLE TEN
FISCAL YEAR
 
Section One.  The fiscal year of the corporation shall be the calendar year.
 
ARTICLE ELEVEN
DUES
 
Section One – Annual Dues.  The Board of Directors shall determine from time to time the annual dues payable to the corporation by the members and shall give appropriate notice to the members.
 
Section Two – Payment of Dues.  Dues shall be payable on the first day of January of each year, but shall be considered current if paid any time during the calendar year.  Dues may be paid in advance.
 
Section Three – Lapsed Membership.  When any member is in default in the payment of dues for a period of one year from the date payable, his membership lapses and is automatically terminated.  Lapsed membership may be reinstated upon payment of dues for the lapsed period.  Such reinstatement is not compulsory, and is at the option of the option of the member.
 
ARTICLE TWELVE
AMENDMENT OF BYLAWS
 
Section One.  These bylaws may be amended by a vote of the majority of the members present at any regular meeting of the corporation, or by the majority of the members in a vote conducted by mail.  Notice of intent to vote on amendment of these bylaws shall be posted to members by regular mail at their address of record not less than thirty (30) days before the date on which a vote is to be taken at a meeting or by mail.
 
ARTICLE THIRTEEN
DISPOSITION OF ASSETS IN EVENT OF DISSOLUTION
 
Section One.  This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 ( c ) ( 3 ) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
 
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, Directors, officers, or other private persons, except that the corporation 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 the foregoing paragraph.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 ( c ) ( 3) of the Internal Revenue Code of 1954 ( or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170 ( c ) ( 2 ) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
 
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporations exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious. or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 ( c ) ( 3 ) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.