Notwithstanding any other provision of these Articles, the Council shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt for 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 107 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
Section 1 -- Membership. The Active Membership of this Council shall consist of all adults interested in the Council's classes, activities or programs, whose due are in good standing as provided in the By-Laws.
Section 2 -- Board of Directors. A. Board of Directors (the "Board") consisting of at least eight, but no more than thirty Active Members of the Council, shall be responsible for the conduct of the Council's activities and shall have the authority to perform all duties usually pertaining to their offices as well as those specified in the By-Laws.
B. Election, etc. the manner in which Directors are elected, their term of office and the procedures for filling vacancies on the Board shall be as specified in the By-Laws.
Section 3 -- Officers. Officers of the Council shall be the President, Vice President, Secretary and Treasurer, who shall have the authority to perform all duties usually pertaining to their office as well as those specified in the By-Laws.
B. Election, etc. the manner in which Officers are elected, their term of office and the procedures for filling vacancies on the Board shall be as specified in the By-Laws.
Section 4 -- Committees. The Standing Commttes of the Council shall be as are prescribed in the By-Laws. The Chairmen of all Standing Committees shall be appointed by the President and shall serve until their successors are appointed. Special Committees may be constituted by the President; such Committees shall serve until they are discharged. Members of the Board shall be elgible to server on the Standing Committees.
Section 5 -- Resignation. Any member, or officer may resign by providing written notice to the Secretary. Such resignations shll be effective upon receipt by the Secretary.
Section 1 -- Authority to conduct business of the Council. No business of the Council may be conducted unless a quorum as herein defined is present at a meeting held in accordance with these Articles or By-Laws of the Council. Except where otherwise provided in these Articles or By-Laws, all actions of the Council must be approved by a majority as herein defined.
Section 2 -- Quorum. A quorum at any general meeting shall consist of at least one more than half the total membership of the Board or 10% of the total membership, whichever is less. A quorum at any meeting of the Board shall consist of five directors.
Section 3 -- Majority. A majority at any general meeting of the Council shall consist of at least 51% of the Active members present and voting. A majority of the Board shall consist of at least 51% of the Directors present and voting.
Section 4 -- All meetings to be open. Any Active Member of the Council may attend any meeting held for the purpose of conducting business of the Council, and may address that meeting within the general limits of debate adopted for the conduct of business.
Section 5 -- Annual financial audit. The Board shall ensure that an annual review of the Council's financial records is conducted annually and the results of said audit are reported at a regularly scheduled Board of Directors meeting. The review shall be made by a committee of at least three persons, who are Active Members of the Council, but not officers, appointed by the President and confirmed by the Board.
Section 6 -- Right of Referendum. Upon presentation f a written petition signed by at least ten percent of the Active membership, any action of the Board of Directors, other than financial appropriations actually expended at the time of presentation of the petition, shall be submitted to a called general meeting of the Council for approval. Approval or disapproval shall require a simple majority as defined in this Article, and shall be binding upon the Board.
These Articles of Incorporation may be amended at any called or annual meeting of the Council by two-thirds vote of the Active Members present, provided that written notice of the proposed amendment shall have been presented to all Council members not less than seven days prior to the date of the meeting of the Council. The Secretary shall incorporate approved amendments into these Articles of Incorporation, file them in accordance with the applicable laws of the State of Maryland (including the payment of any fees), publish the amendments and maintain a current and historic file of these Articles (including amendments to these Articles that were proposed but not adopted).